PERMANENT PORTFOLIO FAMILY OF FUNDS INC
485BPOS, 2000-05-30
Previous: PINNACLE ENTERTAINMENT INC, PREM14A, 2000-05-30
Next: PERMANENT PORTFOLIO FAMILY OF FUNDS INC, 485BPOS, EX-99.B11.2, 2000-05-30




      As filed with the Securities and Exchange Commission on May 30, 2000


                                                        Registration No. 2-75661
                                                               File No. 811-3379
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   X
                                                                         ---
      Pre-Effective Amendment No.
                                                          ---
      Post-Effective Amendment No.  25                     X
                                                          ---
                                     and/or


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           X
                                                                         ---


      Amendment No.  25


                       (Check appropriate box or boxes.)

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
               (Exact Name of Registrant as Specified in Charter)

            625 Second Street, Suite 102, Petaluma, California 94952
              (Address of Principal Executive Offices)       (Zip Code)

       Registrant's Telephone Number, including Area Code (707) 778-1000


         TERRY COXON, 625 Second Street, Suite 102, Petaluma, CA 94952
                    (Name and Address of Agent for Service)
                              --------------------

                                   Copies to:
 ROBERT B. MARTIN, JR., ESQ., 625 Second Street, Suite 102, Petaluma, CA 94952

              It is  proposed  that this filing  will  become  effective  (check
appropriate box), and that the approximate date of commencement of proposed sale
to the public will be as soon as practicable after:

              X     immediately upon filing pursuant to paragraph (b)
             ---

                    on ______________ pursuant to paragraph (b)
             ---

                    60 days after filing pursuant to paragraph (a)
             ---

                    on (date) pursuant to paragraph (a) of rule 485
             ---


================================================================================
The Registrant has registered an indefinite  amount of such securities under the
Securities Act of 1933 pursuant to Rule 24f-2, and the Notice thereunder for its
most recent fiscal year was filed with the Commission on March  28, 2000.
================================================================================
<PAGE>
<TABLE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                   Cross Reference Sheet Pursuant to Rule 404
            Between Items of Part A of Form N-1A and the Prospectus

<CAPTION>
              Item Number and Caption of Part A of Form N-1A                  Caption in Prospectus
        -----------------------------------------------------------  --------------------------------------------
        <C>      <S>                                                 <C>
        1.       Front and Back Cover Pages........................  Front and Back Cover Pages

        2.       Risk / Return Summary:
                   Investments, Risks and Performance..............  Risk / Return Summary

        3.       Risk / Return Summary: Fee Table..................  Pro-Forma Expense Table

        4.       Investment Objectives, Principal
                   Investment Strategies and Related Risks.........  Cover Page;
                                                                     Objectives and Policies;
                                                                     The Four Portfolios;
                                                                     The Four Portfolios-Risk Factors and Special
                                                                        Considerations

        5.       Management's Discussion of Fund Performance.......  Financial Statements

        6.       Management, Organization and
                    Capital Structure..............................  Management

        7.       Shareholder Information...........................  Objectives and Policies;
                                                                     Distributions and Taxes;
                                                                     Computation of Net Asset Values;
                                                                     Purchase of Shares from the Fund;
                                                                     Redemption of Shares by the Fund;
                                                                     Shareholder Account Services and Privileges;
                                                                     Service Charges

        8.       Distribution Arrangements.........................  Purchase of Shares from the Fund

        9.       Financial Highlights Information..................  Financial Highlights


---------------
</TABLE>
<PAGE>
<TABLE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                   Cross Reference Sheet Pursuant to Rule 404
Between Items of Part B of Form N-1A and the Statement of Additional Information
<CAPTION>
                                                                        Caption in Statement of Additional
              Item Number and Caption of Part B of Form N-1A                       Information
        -----------------------------------------------------------  ----------------------------------------
        <C>      <S>                                                 <C>
        10.      Cover Page and Table of Contents..................  Cover Page;
                                                                     Table of Contents

        11.      Fund History......................................  Organization and Management-Fund History

        12.      Description of the Fund and its Investments and
                    Risks..........................................  Objectives and Policies

        13.      Management of the Fund............................  Organization and Management

        14.      Control Persons and Principal Holders of
                    Securities.....................................  Organization and Management-
                                                                        Share Ownership

        15.      Investment Advisory and Other Services............  Organization and Management;
                                                                     Transfer and Dividend-Disbursing Agent;
                                                                     Custodian

        16.      Brokerage Allocation and Other Practices..........  Portfolio Transactions and Brokerage

        17.      Capital Stock and Other Securities................  General Information

        18.      Purchase, Redemption and Pricing of Shares........  Computation of Net Asset Values;
                                                                     Purchase of Shares from the Fund;
                                                                     Redemption of Shares by the Fund

        19.      Taxation of the Fund..............................  Distributions and Taxes;
                                                                     Redemption of Shares by the Fund - Tax
                                                                       Consequences of In-Kind Redemptions

        20.      Underwriters......................................  Portfolio Transactions and Brokerage;
                                                                     General Information-Capitalization

        21.      Calculation of Performance Data...................  General Information-Calculations of
                                                                        Performance Data;
                                                                     General Information-After-Tax Returns

        22.      Financial Statements..............................  Financial Statements

----------
</TABLE>
<PAGE>

PROSPECTUS                                                          May 30, 2000


                                      The
                                   PERMANENT
                                   PORTFOLIO
                                Family of Funds

                                 (707) 778-1000
                 625 Second Street * Petaluma, California 94952
--------------------------------------------------------------------------------
  Permanent  Portfolio Family of Funds,  Inc. (the "Fund") is a mutual fund that
contains  four  separate  "Portfolios,"  each with its own  separate  investment
policy. Investors may invest in any one or in any combination of the Portfolios.
The Fund's four Portfolios are:

  The Permanent Portfolio, which  invests a  fixed Target  Percentage of its net
assets in gold,  silver,  Swiss franc assets,  stocks of real estate and natural
resource  companies,  aggressive  growth  stocks and dollar  assets such as U.S.
Treasury bills and bonds.

  The Treasury Bill Portfolio,  which invests in short-term U.S.  Treasury bills
and notes.

  The Versatile  Bond  Portfolio,  which  invests in a diversified  portfolio of
short-term  (remaining  maturity of 24 months or less) corporate bonds rated "A"
or higher  by  Standard  & Poor's.

  The Aggressive Growth Portfolio, which invests in stocks and stock warrants of
U.S.  companies  selected  for high  profit  potential.

  The Fund is a no-load  fund.  Investors  may purchase and redeem shares in any
Portfolio directly with the Fund without payment of commission.

  This  Prospectus is  designed  to provide you with information you should know
before  investing in any of the Fund's  Portfolios.  You should read this entire
document and retain it for future reference.







These  securities  have not been approved or  disapproved  by the Securities and
Exchange Commission, nor has the Commission passed upon the adequacy or accuracy
of this Prospectus. Any representation to the contrary is a criminal offense.


<PAGE>
--------------------------------------------------------------------------------
                               TABLE OF CONTENTS
--------------------------------------------------------------------------------



RISK / RETURN SUMMARY..........................................................i
BAR CHART AND PERFORMANCE TABLES..............................................iv
   Permanent Portfolio........................................................iv
   Treasury Bill Portfolio.....................................................v
   Versatile Bond Portfolio...................................................vi
   Aggressive Growth Portfolio...............................................vii
PRO-FORMA EXPENSE TABLE.....................................................viii
SUMMARY OF OTHER FEATURES.....................................................ix
OPTIONAL SERVICES AND CHARGES.................................................xi
FINANCIAL HIGHLIGHTS...........................................................1
   Permanent Portfolio.........................................................1
   Treasury Bill Portfolio.....................................................2
   Versatile Bond Portfolio....................................................3
   Aggressive Growth Portfolio.................................................4
OBJECTIVES AND POLICIES........................................................5
   Tax Planning................................................................5
   Dividends and Tax Planning..................................................5
THE FOUR PORTFOLIOS............................................................5
   Permanent Portfolio.........................................................6
   Treasury Bill Portfolio.....................................................7
   Versatile Bond Portfolio....................................................8
   Aggressive Growth Portfolio.................................................8
   Risk Factors and Special Considerations.....................................9
MANAGEMENT....................................................................13
   Investment Adviser.........................................................13
CONSULTANTS...................................................................14
DISTRIBUTIONS AND TAXES.......................................................15
COMPUTATION OF NET ASSET VALUES...............................................16
PURCHASE OF SHARES FROM THE FUND..............................................16
REDEMPTION OF SHARES BY THE FUND..............................................17
   Written Redemption Requests................................................17
   Telephone Redemption Requests..............................................18
   Redemption Limitations.....................................................18
SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES...................................19
   Automatic Investment Program...............................................19
   Portfolio Switching........................................................19
   Automatic Reinvestment.....................................................19
   Systematic Withdrawal Program..............................................19
   Individual Retirement Account Plan.........................................20
   Check Redemptions - Treasury Bill Portfolio and
      Versatile Bond Portfolio Only...........................................20
   Limitations................................................................21
SERVICE CHARGES...............................................................21
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT.......................22
REPORTS.......................................................................22
   Advertising................................................................22



<PAGE>

RISK / RETURN SUMMARY

     This Summary  describes the features of an  investment in the Fund.  Please
read the entire Prospectus for more complete information before you invest.

Investment Objectives, Principal Strategies and Risks

     The Fund is a no-load, diversified management investment company consisting
of four Portfolios: Permanent Portfolio, Treasury Bill Portfolio, Versatile Bond
Portfolio and Aggressive  Growth  Portfolio.  Each of the Fund's four Portfolios
has a separate  investment policy and separate  investment  objectives or goals.
Each  Portfolio  follows the  strategy of  undertaking,  where  practicable,  to
minimize or defer the recognition of taxable income by its shareholders.

     There is, of course,  no  assurance  that any  Portfolio  will  achieve its
objective.  Loss of money is a risk of investing in the Fund,  especially in the
case of the Aggressive Growth Portfolio.  In addition,  please see "Risk Factors
and Special  Considerations"  for a description of the investments  held by each
Portfolio and the risks that would attend an isolated purchase of any one of
those investments.

     Permanent  Portfolio

     The objective of the Fund's Permanent Portfolio is to preserve and increase
the purchasing power value of its shares over the long term. It's strategy is to
invest a fixed Target Percentage of its net assets in gold, silver,  Swiss franc
assets, stocks of real estate and natural resource companies,  aggressive growth
stocks and dollar assets such as U.S.  Treasury bills and bonds. To maintain the
Portfolio's  Target  Percentages,  the Permanent  Portfolio  invests in gold and
silver bullion and  bullion-type  coins,  Swiss franc  denominated  deposits and
Swiss government  bonds,  stocks of companies whose assets consist  primarily of
real estate and natural  resources such as oil and minerals,  stock warrants and
volatile stocks of the types in which the Aggressive Growth Portfolio may invest
and high  grade,  short term bills and bonds of the types in which the  Treasury
Bill Portfolio and Versatile Bond Portfolio may invest.

     Prices of gold,  silver,  stocks and stock  warrants  are subject to market
risk and have experienced wide  fluctuations  from time to time.  Prices of U.S.
Treasury  bills and bonds and  short-term  corporate  bonds are also  subject to
market  risk and  decrease  when  prevailing  interest  rates  rise.  Short-term
corporate  bonds are also subject to some risk of default.  Viewed in isolation,
some of these assets,  such as gold, stock warrants and long-term bonds would be
considered highly speculative.  However, the Fund's management believes that the
various  investments  are subject to different  (and,  in some cases,  contrary)
risks,  so that  the  value  of the  Permanent  Portfolio's  investments  in the
aggregate  will be  subject  to less  risk,  over the long  term,  than the risk
associated with any one of the investments taken by itself.

     Even if the Permanent  Portfolio  does achieve its objective  over the long
term, it is subject to the risk of suffering substantial  short-term losses from
time to time,  since  investment  prices  generally  respond  to  changes in the
pattern of inflation with lags and delays that are impossible to foresee.

     Treasury Bill Portfolio

     The objective of the Fund's Treasury Bill Portfolio is to earn high current
income for the Portfolio,  consistent with safety of principal. It's strategy is
to invest  at least 80% of its  assets in  short-term  U.S.  Treasury  bills and
notes.  It also  invests in U.S.  Treasury  bonds and notes  having a  remaining
maturity of thirteen  months or less. The Treasury Bill  Portfolio,  unlike most
money market funds (which  distribute their investment income daily and maintain
a constant  net asset value per share),  follows a dividend  policy that permits
(but does not assure) its net asset value per share to rise.  An  investment  in
the Treasury Bill  Portfolio is subject to the risk of market  changes in prices
and yields of short-term  U.S.  Treasury  securities.  Prices of short-term U.S.
Treasury  securities  like  those  that the  Portfolio  invests  in go down when
prevailing interest rates rise.
<PAGE>

     Versatile Bond Portfolio

     The  objective  of the  Fund's  Versatile  Bond  Portfolio  is to earn high
current  income  for the  Portfolio,  while  limiting  risk to  principal.  It's
strategy is to invest in a diversified portfolio of corporate bonds rated "A" or
higher by  Standard  & Poor's and having a  remaining  maturity  of 24 months or
less. An investment  in the Versatile  Bond  Portfolio is subject to the risk of
market  changes in prices and yields of short-term  corporate  bonds.  Prices of
short-term  corporate  bonds go down when  prevailing  interest rates rise. Such
price  changes  generally  are smaller  than  changes in the prices of long-term
corporate, municipal or U.S. Treasury bonds. Also, corporate bonds generally are
not guaranteed by any government  agency and are subject to the risk of default.
Unlike  most  short-term  bond funds that pay out  dividends  periodically,  the
Versatile  Bond Portfolio  follows a dividend  policy that permits (but does not
assure) its net asset value per share to rise.

     Aggressive Growth Portfolio

     The objective of the Fund's  Aggressive Growth Portfolio is to achieve high
(greater than for the stock market as a whole),  long-term  appreciation  in the
value of its shares.  It's strategy is to invest in stocks and stock warrants of
U.S. companies selected by the Investment Adviser for high profit potential. The
Investment Adviser seeks to select stocks that are expected to have higher price
volatility  than the stock market as a whole,  including  stocks of companies in
high technology  industries,  companies developing or exploiting new products or
services and companies whose shares are valued primarily for potential growth in
earnings,  dividends or asset values. While such investments are expected by the
Investment  Adviser to have the potential to appreciate  more rapidly than stock
market  investments in general,  they also are subject to greater market risk of
price declines,  especially  during periods when the prices of U.S. stock market
investments in general are declining.

<PAGE>


                      This page intentionally left blank.


<PAGE>
--------------------------------------------------------------------------------
                        BAR CHART AND PERFORMANCE TABLES
--------------------------------------------------------------------------------

                              Permanent Portfolio

The bar chart and table below provide an indication of the risks of investing in
the Permanent  Portfolio by showing changes in the Portfolio's  performance from
year to year over the last ten calendar years and by showing how the Portfolio's
average  annual  total  returns  for the one,  five and ten year  periods  ended
December 31, 1999 compare to the performance of three-month U.S. Treasury bills.
The bar chart assumes reinvestment of all dividends and distributions, deduction
of all fees and expenses  except the $35 one-time  account  start-up fee and the
$1.50 monthly account maintenance fee. How the Permanent Portfolio has performed
in the past is not  necessarily  an  indication  of how it will  perform  in the
future.




                                  GRAPH OMITTED




During the ten years shown in the bar chart  above,  the  Permanent  Portfolio's
highest return during one calendar  quarter was 7.86% (quarter ending  September
30, 1997) and its lowest return during one calendar  quarter was -3.18% (quarter
ending March 31, 1997). The Permanent  Portfolio's  year-to-date  return through
the latest calendar quarter was 3.20% (quarter ending March 31, 2000).


                              -----------------------------------------------
                                       Average Annual Total Returns
                                 (for the periods ended December 31, 1999)
                              -----------------------------------------------
                               Past 1 Year     Past 5 Years    Past 10 Years
                              --------------  --------------  ---------------

     Permanent Portfolio......     1.10%          5.29%           4.41%
     U.S. Treasury bills*.....     4.78%          5.16%           5.00%



*    Three-month U.S. Treasury bills are short-term loans to the U.S. Government
     with a maturity of three months.  Treasury bills are  full-faith-and-credit
     obligations of the U.S.  Treasury and are generally  regarded as being free
     of any risk of default.
<PAGE>
--------------------------------------------------------------------------------
                        BAR CHART AND PERFORMANCE TABLES
--------------------------------------------------------------------------------

                            Treasury Bill Portfolio

The bar chart and table below provide an indication of the risks of investing in
the Treasury Bill Portfolio by showing  changes in the  Portfolio's  performance
from  year to year  over the last ten  calendar  years  and by  showing  how the
Portfolio's  average annual total returns for the one, five and ten year periods
ended December 31, 1999 compare  to the performance of three-month U.S. Treasury
bills.  The bar chart assumes  reinvestment of all dividends and  distributions,
deduction of all fees and expenses except the $35 one-time  account start-up fee
and the $1.50 monthly account  maintenance  fee. How the Treasury Bill Portfolio
has  performed  in the  past is not  necessarily  an  indication  of how it will
perform in the future.




                                  GRAPH OMITTED




During the ten years shown in the bar chart above, the Treasury Bill Portfolio's
highest return during  one calendar  quarter was 1.80% (quarter ending March 31,
1990) and its lowest return during one calendar quarter was .38%(quarter  ending
December 31, 1992).The Treasury Bill Portfolio's year-to-date return through the
latest calendar quarter was 1.06% (quarter ending March 31, 2000).


                              -----------------------------------------------
                                       Average Annual Total Returns
                                 (for the periods ended December 31, 1999)
                              -----------------------------------------------
                                Past 1 Year    Past 5 Years    Past 10 Years
                              --------------  --------------  ---------------

     Treasury Bill Portfolio..     3.67%          4.16%           4.13%
     U.S. Treasury bills*.....     4.78%          5.16%           5.00%



*    Three-month U.S. Treasury bills are short-term loans to the U.S. Government
     with a maturity of three months.  Treasury bills are  full-faith-and-credit
     obligations of the U.S.  Treasury and are generally  regarded as being free
     of any risk of default.
<PAGE>
--------------------------------------------------------------------------------
                        BAR CHART AND PERFORMANCE TABLES
--------------------------------------------------------------------------------

                            Versatile Bond Portfolio

The bar chart and table below provide an indication of the risks of investing in
the Versatile Bond Portfolio by showing changes in the  Portfolio's  performance
from year to year over the last  eight  calendar  years and by  showing  how the
Portfolio's average annual total returns for the one, five and nine year periods
ended  December 31, 1999 compare to the  performance of the Salomon Smith Barney
AAA/AA 1-3 Year  Corporate  Index, a component of the Salomon Smith Barney Broad
Investment-Grade  (BIG) Bond Index.  The bar chart assumes  reinvestment  of all
dividends and  distributions,  deduction of all fees and expenses except the $35
one-time account start-up fee and the $1.50 monthly account maintenance fee. How
the Versatile  Bond  Portfolio has performed in the past is not  necessarily  an
indication of how it will perform in the future.




                                  GRAPH OMITTED




During  the  eight  years  shown in the bar  chart  above,  the  Versatile  Bond
Portfolio's highest return during one calendar quarter was 2.51% (quarter ending
September 30, 1992) and its lowest  return during one calendar  quarter was .11%
(quarter ending December 31, 1992). The Versatile Bond Portfolio's  year-to-date
return through the latest  calendar  quarter was 1.03% (quarter ending March 31,
2000).


                              ------------------------------------------------
                                      Average Annual Total Returns
                                  (for the periods ended December 31, 1999)
                              ------------------------------------------------
                               Past 1 Year     Past 5 Years   Since Inception(1)
                              --------------  --------------  -----------------

  Versatile Bond Portfolio....    3.21%           5.06%            4.54%
  Salomon Smith Barney AAA/AA
    1-3 Year Corporate Index*.    3.69%           6.93%            6.44%



(1)  The  Versatile  Bond  Portfolio  became  effective  September  27, 1991 and
     commenced investment operations November 12, 1991.

*    The Salomon Smith Barney AAA/AA 1-3 Year Corporate  Index is a component of
     the Salomon  Smith Barney Broad  Investment-Grade  (BIG) Bond Index.  It is
     market-capitalization  weighted  and  includes  bonds  rated  AAA  or AA by
     Standard & Poor's or Moody's  with  maturities  of one to three years and a
     minimum amount outstanding of $100 million.



<PAGE>
--------------------------------------------------------------------------------
                        BAR CHART AND PERFORMANCE TABLES
--------------------------------------------------------------------------------

                          Aggressive Growth Portfolio

The bar chart and table below provide an indication of the risks of investing in
the  Aggressive   Growth   Portfolio  by  showing  changes  in  the  Portfolio's
performance  from year to year over the last ten  calendar  years and by showing
how the Portfolio's  average annual total returns for the one, five and ten year
periods  ended  December  31, 1999 compare to the  performance  of the Dow Jones
Industrial  Average.  The bar chart  assumes  reinvestment  of all dividends and
distributions,  deduction  of all  fees and  expenses  except  the $35  one-time
account  start-up fee and the $1.50  monthly  account  maintenance  fee. How the
Aggressive  Growth  Portfolio  has performed in the past is not  necessarily  an
indication of how it will perform in the future.




                                  GRAPH OMITTED




During  the ten  years  shown in the bar  chart  above,  the  Aggressive  Growth
Portfolio's  highest  return  during one  calendar  quarter was 27.47%  (quarter
ending December 31, 1998) and its lowest return during one calendar  quarter was
-27.44% (quarter ending September 30, 1990). The Aggressive  Growth  Portfolio's
year-to-date  return  through  the latest  calendar  quarter was 6.35%  (quarter
ending March 31, 2000).


                              -------------------------------------------------
                                        Average Annual Total Returns
                                  (for the periods ended December 31, 1999)
                              -------------------------------------------------
                               Past 1 Year     Past 5 Years    Past 10 Years(1)
                              --------------  --------------  -----------------

Aggressive Growth Portfolio...    31.53%          24.66%            17.19%
Dow Jones Industrial Average*.    25.22%          24.56%            15.47%



(1)  The  Aggressive  Growth  Portfolio  became  effective  January  2, 1990 and
     commenced investment operations May 16, 1990.

*    The Dow Jones  Industrial  Average is an average of the stock  prices of 30
     large companies and represents a widely recognized  unmanaged  portfolio of
     common stocks.

<PAGE>
--------------------------------------------------------------------------------
                            PRO-FORMA EXPENSE TABLE
--------------------------------------------------------------------------------

The  table  below  briefly  describes  the  fees  and  expenses  you  may pay in
connection with an investment in the Fund.

Shareholder Fees (fees paid directly from your investment)
     One-time account start-up fee..........................  $35.00
     Optional services:
     Exchange fee (Portfolio switching).....................  $ 5.00 per switch
     Check redemptions
       (Treasury Bill Portfolio
        and Versatile Bond Portfolio only)..................  $ 1.00 per check
     Bank-to-bank wire transfer.............................  $ 8.00 per wire


Annual Fund Operating Expenses (expenses that are deducted from Fund assets):


                    ------------------------------------------------------------
                     Permanent  Treasury Bill  Versatile Bond  Aggressive Growth
                     Portfolio    Portfolio       Portfolio       Portfolio
                    ----------  -------------  --------------  -----------------


Management fees(1)..   1.13%        1.13%           1.13%           1.13%
Other expenses
  Other operating
   expenses.........    .34%         .39%            .26%            .60%
  Account
   maintenance fees.    .05%         .05%            .05%            .05%
                       -----        -----           -----           -----
  Total other
   expenses             .39%         .44%            .31%            .65%
                       -----        -----           -----           -----
Total operating
   expenses            1.52%        1.57%           1.44%           1.78%
                       =====        =====           =====           =====



(1)  During the year ended January 31, 2000, the Investment Adviser  voluntarily
     agreed  to waive  portions  of the  investment  advisory  (management)  fee
     allocable  to  the  Treasury  Bill  Portfolio  and to  the  Versatile  Bond
     Portfolio to the extent that the Portfolio's total investment  advisory fee
     would  exceed  an  annual  rate of 5/8 of 1%  (0.625%),  in the case of the
     Treasury  Bill  Portfolio,  or  3/4 of 1%  (0.750%),  in  the  case  of the
     Versatile Bond Portfolio.  After fee waivers,  the investment  advisory fee
     for the  Treasury  Bill  Portfolio  and the  Versatile  Bond  Portfolio  is
     actually .63% and .75%, respectively, instead of 1.13%, and total operating
     expenses  are 1.07% and 1.06%,  respectively.  The  Investment  Adviser may
     continue to voluntarily waive such fees,  although it is not required to do
     so,  and  reserves  the  right to  revoke,  reduce  or  change  the  waiver
     prospectively upon five days written notice to the Fund.



Example
This  Example  is  intended  to help  you  compare  the cost of  investing  in a
Portfolio with the cost of investing in other mutual funds.  The Example assumes
that you invest  $10,000 in a Portfolio for the time periods  indicated and then
redeem all of your shares at the end of those periods.  The Example also assumes
that  your  investment  has a 5%  return  each  year and  that  the  Portfolio's
operating expenses remain the same.  Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:


                    ------------------------------------------------------------
                     Permanent  Treasury Bill  Versatile Bond  Aggressive Growth
                     Portfolio    Portfolio       Portfolio       Portfolio
                    ----------  -------------  --------------  -----------------
 1 Year.............  $  189       $  194          $  181          $  216
 3 Years............  $  514       $  529          $  489          $  594
 5 Years............  $  861       $  888          $  819          $  997
10 Years............  $1,842       $1,896          $1,754          $2,123

<PAGE>

SUMMARY OF OTHER FEATURES

Other major features of the Fund include:

*    Dividends and capital gain distributions (if any) paid annually.

*    Tax planning at the Fund level to minimize or defer, where practicable, the
     recognition of taxable income or gains by its shareholders.

*    IRA Plan.

*    $1,000 minimum initial investment in any Portfolio.

*    $100 minimum additional investment in any Portfolio.

*    No redemption or commission charge to redeem shares directly with the Fund.

Investment and Tax Planning

     The Fund was designed to provide its shareholders  with a flexible tool for
their investment and tax planning.  In furtherance of that purpose,  each of the
Fund's  four  Portfolios  has its own  particular  investment  policy,  and each
Portfolio may be purchased through an IRA Plan sponsored by the Fund.

     Each Portfolio,  to the extent  consistent with its investment  objectives,
arranges its  investments  to favor  opportunities  for  appreciation  and holds
appreciated  investments  for at least the minimum period  required for sales of
investments to qualify for long-term capital gain treatment.  In addition,  each
Portfolio  distributes  its investment  income to its  shareholders as per-share
dividends only once a year and only to the extent necessary for the Portfolio to
qualify for treatment as a regulated  investment  company under  Subchapter M of
the  Internal  Revenue  Code of 1986,  as amended,  thereby  avoiding  corporate
federal  income tax. (If a Portfolio  were to  distribute  less than the minimum
amount required for any year, which the Fund considers unlikely, it would become
subject to federal income tax for that year.) This dividend  policy may lessen a
shareholder's  tax burden by deferring  recognition  of taxable income and/or by
permitting a greater portion of the shareholder's  total return to be recognized
as a capital gain on a redemption rather than as dividends, which are taxable as
ordinary income. In the case of shares that pass to a shareholder's estate, this
dividend policy may eliminate income tax on a portion of the shareholder's total
return,  due to a federal income tax provision which  generally  treats property
acquired from a decedent as having a tax basis equal to its fair market value at
the date of death.

     For  shareholders  holding  their  shares in a Portfolio  continuously  for
longer than one year,  the tax  advantages to be achieved  from the  Portfolio's
dividend  policy will vary  depending on the amount and timing of redemptions of
shares  by  the  Portfolio's   shareholders  in  general.  See  "Objectives  and
Policies," "The Four Portfolios" and "Distributions and Taxes."

Investing in the Fund

     Investors may  establish a  Shareholder  Account by sending a check ($1,000
minimum for each  Portfolio in which you invest),  together  with a  Shareholder
Account  Application,  to the Fund's Transfer Agent, Chase Global Funds Services
Company,  P.O. Box 2798, Boston,  Massachusetts  02208;  please see "Purchase of
Shares  from the Fund."  Eligible  investors  may invest  through the Fund's IRA
Plan.   Existing   shareholders   may  reinvest   dividends   and  capital  gain
distributions,  if any, through the Fund's Automatic  Reinvestment  feature. See
"Shareholder Account Services and Privileges - Automatic Reinvestment."

<PAGE>

Redemption of Shares

     A  shareholder  may  voluntarily  redeem  any or all of the  shares  he has
purchased in a Portfolio  at that  Portfolio's  net asset value next  determined
following  receipt of a properly  completed  redemption  request by the Transfer
Agent.  Redemption  requests  may  be  made  in  writing  or by  telephone.  See
"Redemption  of Shares by the Fund - Telephone  Redemption  Requests."  The cash
proceeds of a telephone redemption will be sent to the shareholder's  individual
bank  account  by check (via  first  class  mail),  or by  bank-to-bank  wire if
requested.  Shareholders  also may redeem shares in the Treasury Bill  Portfolio
and in the Versatile Bond Portfolio by writing a redemption  check. In addition,
the Fund offers a Systematic Withdrawal Program whereby shareholders may receive
periodic payments of a fixed amount. The Fund reserves a limited right to redeem
shares in the  Permanent  Portfolio  in kind;  see  "Risk  Factors  and  Special
Considerations - Target Percentages and In-Kind Redemptions."

     Shareholders may redeem shares in one Portfolio and simultaneously reinvest
the  proceeds  in  another  Portfolio  by  means  of  a  Portfolio  Switch.  See
"Shareholder Account Services and Privileges - Portfolio Switching."

Computation of Net Asset Values

     The Fund  calculates  net asset values for each Portfolio each business day
at the close of  business  of the New York Stock  Exchange.  All  purchases  and
redemptions are effected at the price based on the next calculation of net asset
value after the order is accepted.

Consultants

     The Fund and the Investment  Adviser have retained Harry Browne and Douglas
Casey as consultants at the expense of the Investment  Adviser.  The consultants
are available to the Fund's  officers and  Investment  Adviser for discussion on
general  economic  conditions and other matters;  they do not advise the Fund or
the Investment Adviser on the selection of specific investments.

Transfer Agent

     The Fund has retained Chase Global Funds  Services  Company as its transfer
agent. The Fund's management  believes that the Transfer Agent is well qualified
to provide shareholders with service that is timely, accurate and efficient. You
may contact the  Transfer  Agent to inquire  about your  Shareholder  Account or
about the processing of your purchase and  redemption  requests by calling (800)
341-8900 (from  Massachusetts,  (617)  557-8000),  or by writing to Chase Global
Funds Services Company, P.O. Box 2798, Boston, Massachusetts 02208.

Information Office

     The  Investor's  Information  Office  (the  "Information  Office")  is made
available by the Investment Adviser for the convenience of Fund shareholders.  A
shareholder  or other  interested  investor  may  obtain a  current  Prospectus,
Statement of Additional  Information  ("SAI"),  Annual and  Semi-Annual  Report,
Shareholder  Account   Application,   IRA  Plan  booklet  and  forms  and  other
informational  material by calling the  Information  Office at (800) 531-5142 or
(512) 453-7558,  or by writing to the Information Office, P.O. Box 5847, Austin,
Texas 78763 (Fax (512) 453-2015).

     After you have read the Prospectus,  please contact the Information  Office
if you have any questions  about the policies or objectives of any of the Fund's
Portfolios.  The experienced  personnel at the  Information  Office will welcome
your inquiry.



<PAGE>
--------------------------------------------------------------------------------
                         OPTIONAL SERVICES AND CHARGES
--------------------------------------------------------------------------------


Telephone redemptions ....................  No charge;
                                            no minimum redemption size;
                                            no limit to the number of telephone
                                               redemptions.

Automatic investment program .............  No charge.

Portfolio switching ......................  $5.00 per switch;
                                            no limit to the number or frequency
                                               of switches.

Automatic reinvestment ...................  No charge.

Check redemptions ........................  $1.00 per check;
 (Treasury Bill Portfolio and               no minimum check size;
  Versatile Bond Portfolio only)            no limit to the number of check
                                               redemptions.

Bank-to-bank wire transfer ...............  $8.00 per wire.

Systematic withdrawal program ............  No charge.

Assistance from
Investor's Information Office
at (800) 531-5142 ........................  No charge.


<PAGE>
--------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

     These financial  highlight  tables are intended to help you understand each
Portfolio's  financial  performance for the past five years. Certain information
reflects  financial results for a single share in a Portfolio.  Total returns in
the tables represent the rate that an investor would have earned (or lost) on an
investment  in  the  Portfolio  (assuming  reinvestment  of  all  dividends  and
distributions). This information is derived from the financial highlights in the
Fund's  financial  statements  and has been audited for each of the years in the
four-year period ended January 31, 1999, by KPMG LLP, independent auditors,  and
for the year  ended  January  31,  2000,  by Tait,  Weller & Baker,  independent
auditors,  whose report dated February 25, 2000, along with the Fund's financial
statements,  are included in the Fund's Annual  Report.  The report of KPMG LLP,
dated March 12, 1999,  and the report of Tait,  Weller & Baker,  each contain an
explanatory paragraph that states that the Securities and Exchange Commission is
involved in public  administrative and cease-and-desist  proceedings against the
Fund's  Investment  Adviser and one (formerly  two) of the Fund's  directors and
officers.  See "Risk Factors and Special  Considerations - Regulatory  matters."
This report is available without charge from the Investor's Information Office.
<TABLE>
                                                ----------------------------------------------------------------------------------
                                                                               Permanent Portfolio
                                                ----------------------------------------------------------------------------------
                                                                               Year ended January 31
                                                ----------------------------------------------------------------------------------
<CAPTION>
                                                   2000              1999               1998              1997              1996
                                                ---------         ---------          ---------         ---------         ---------
<S>                                             <C>               <C>                <C>               <C>               <C>
Net asset value, beginning of year              $   18.71         $   19.08          $   18.40         $   18.80         $   16.51
                                                ---------         ---------          ---------         ---------         ---------
  Income (loss) from investment operations:
    Net investment income (1)..............           .43               .47                .37               .52               .50
    Net realized and unrealized gain (loss)
     on investments and foreign
     currencies ...........................          (.64)                -               1.01              (.41)             2.17
                                                ---------         ---------          ---------         ---------         ---------
      Total income (loss) from
        investment operations                        (.21)              .47               1.38               .11              2.67

  Less distributions from:
    Net investment income  ................          (.29)             (.20)              (.34)             (.42)             (.38)
    Net realized gain on investments (2)...          (.77)             (.64)              (.36)             (.09)                -
                                                ---------         ---------          ---------         ---------         ---------
      Total distributions                           (1.06)             (.84)              (.70)             (.51)             (.38)
                                                ---------         ---------          ---------         ---------         ---------

Net asset value, end of year                    $   17.44         $   18.71          $   19.08         $   18.40         $   18.80
                                                =========         =========          =========         =========         =========

Total return (3)  .........................       (1.11)%             2.48%              7.57%              .57%            16.20%

Ratios / supplemental data:
  Net assets, end of year (in thousands)...     $  56,773         $  66,855          $  71,099         $  72,992         $  76,641
                                                =========         =========          =========         =========         =========


  Ratio of expenses to average net assets..         1.47%             1.43%              1.91%             1.49%             1.35%
  Ratio of net investment income
    to average net assets .................         2.39%             2.48%              1.96%             2.78%             2.85%
  Portfolio turnover rate .................        23.75%            14.05%              7.66%            12.29%             9.96%




<FN>


(l)  Net investment  income is based on average net assets per share outstanding
     during the year.
(2)  Capital gain distribution pursuant to Section 852(b)(3) of the Code.
(3)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.

</FN>
</TABLE>



<PAGE>
<TABLE>

                                                   --------------------------------------------------------------------------------
                                                                               Treasury Bill Portfolio
                                                   --------------------------------------------------------------------------------
                                                                                 Year ended January 31
                                                   --------------------------------------------------------------------------------
<CAPTION>
                                                       2000            1999              1998             1997              1996
                                                   -----------     -----------       ------------     ------------      -----------
<S>                                                 <C>             <C>               <C>              <C>               <C>
Net asset value, beginning of year                  $   67.97       $   67.56         $    67.55       $    67.84        $    66.40
                                                    ---------       ---------         ----------       ----------        ----------
  Income from investment operations:
    Net investment income (1)(2)................         2.51            2.72               2.69             2.84              3.22
    Net realized and unrealized gain (loss)
     on investments (3) ........................         (.01)            .03                .06              .01               .06
                                                    ---------       ---------         ----------       ----------        ----------
      Total income from investment operations            2.50            2.75               2.75             2.85              3.28

  Less distributions from:
    Net investment income  .....................        (2.59)          (2.34)             (2.74)           (3.14)            (1.84)
                                                    ---------       ---------         ----------       ----------        ----------
      Total distributions                               (2.59)          (2.34)             (2.74)           (3.14)            (1.84)
                                                    ---------       ---------         ----------       ----------        ----------

Net asset value, end of year                        $   67.88       $   67.97         $    67.56       $    67.55        $    67.84
                                                    =========       =========         ==========       ==========        ==========

Total return (4) ...............................        3.70%           4.09%              4.09%            4.23%             4.95%

Ratios / supplemental data:
  Net assets, end of year  (in thousands) ......    $  81,059       $  93,095         $   94,200       $  105,342        $  114,667
                                                    =========       =========         ==========       ==========        ==========

  Ratio of expenses to average net assets (2) ..        1.02%            .96%              1.20%             .90%              .82%
  Ratio of net investment income
    to average net assets  .....................        3.70%           4.01%              3.98%            4.19%             4.79%



<FN>



(1)  Net investment  income is based on average net assets per share outstanding
     during the year.
(2)  Due to the waiver of  advisory  fees,  the ratio of expenses to average net
     assets was  reduced by .50% for the year ended  January  31, 2000 and .50%,
     .50%,  .50% and .50% for the years ended January  31,1999,  1998,  1997 and
     1996,  respectively.  Without this waiver,  the net  investment  income per
     share would have been $2.01 for the year ended  January 31, 2000 and $2.24,
     $2.19, $2.37 and $2.78 for the years then ended.
(3)  Per share net realized and unrealized  gains or losses on  investments  may
     not correspond with the change in aggregate  unrealized gains and losses in
     the Portfolio's  securities  because of the timing of sales and repurchases
     of the Portfolio's  shares in relation to fluctuating market values for the
     Portfolio.
(4)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
</FN>
</TABLE>



<PAGE>
<TABLE>
                                                ----------------------------------------------------------------------------------
                                                                            Versatile Bond Portfolio
                                                ----------------------------------------------------------------------------------
                                                                              Year ended January 31
                                                ----------------------------------------------------------------------------------
<CAPTION>
                                                    2000              1999             1998              1997              1996
                                                -----------       -----------      -----------       -----------       -----------
<S>                                              <C>               <C>              <C>               <C>               <C>
Net asset value, beginning of year               $   58.83         $   58.58        $   57.24         $   56.85         $   54.90
                                                 ---------         ---------        ---------         ---------         ---------

  Income from investment operations:
    Net investment income (1)(2)  ............        2.44              2.77             2.87              2.94              2.91
    Net realized and unrealized gain (loss)
      on investments (3)  ....................        (.58)             (.08)             .17              (.34)             1.05
                                                 ---------         ---------        ---------         ---------         ---------
      Total income from investment operations         1.86              2.69             3.04              2.60              3.96

  Less distributions from:
    Net investment income  ...................       (2.31)            (2.44)           (1.70)            (2.21)            (2.01)
                                                 ---------         ---------        ---------         ---------         ---------
      Total distributions                            (2.31)            (2.44)           (1.70)            (2.21)            (2.01)
                                                 ---------         ---------        ---------         ---------         ---------

Net asset value, end of year                     $   58.38         $   58.83        $   58.58         $   57.24         $   56.85
                                                 =========         =========        =========         =========         =========

Total return (4)  ............................       3.18%             4.61%            5.33%             4.58%             7.24%

Ratios / supplemental data:
  Net assets, end of year (in thousands)......   $  18,065         $  24,377        $  23,355         $  21,345         $  20,137
                                                 =========         =========        =========         =========         =========

  Ratio of expenses to average net assets (2).       1.01%             1.08%            1.01%              .97%              .89%
  Ratio of net investment income
    to average net assets  ...................       4.16%             4.72%            4.95%             5.16%             5.21%
  Portfolio turnover rate  ...................      59.52%            68.21%           55.53%           102.29%            51.64%


<FN>


(1)  Net investment  income is based on average net assets per share outstanding
     during the year.
(2)  Due to the waiver of  advisory  fees,  the ratio of expenses to average net
     assets was  reduced by .37% for the year ended  January  31, 2000 and .37%,
     .38%,  .38% and .37% for the years ended January 31 ,1999,  1998,  1997 and
     1996,  respectively.  Without this waiver,  the net  investment  income per
     share would have been $2.14 for the year ended  January 31, 2000 and $2.48,
     $2.59, $2.66 and $2.65 for the years then ended.
(3)  Per share net realized and unrealized  gains or losses on  investments  may
     not correspond with the change in aggregate  unrealized gains and losses in
     the Portfolio's  securities  because of the timing of sales and repurchases
     of the Portfolio's  shares in relation to fluctuating market values for the
     Portfolio.
(4)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
</FN>
</TABLE>




<PAGE>
<TABLE>
                                                          -----------------------------------------------------------------------
                                                                               Aggressive Growth Portfolio
                                                          -----------------------------------------------------------------------
                                                                                  Year ended January 31
                                                          -----------------------------------------------------------------------

<CAPTION>
                                                             2000           1999           1998           1997            1996
                                                          ----------     ----------     ----------     ----------      ----------
<S>                                                       <C>            <C>            <C>            <C>             <C>
Net asset value, beginning of year                        $    69.13     $    56.24     $    47.66     $    40.65      $   31.61
                                                          ----------     ----------     ----------     ----------      ---------

  Income from investment operations:
    Net investment income (loss)(1)....................         (.78)          (.41)          (.31)           .26           (.02)
    Net realized and unrealized gain
      on investments  .................................        15.26          13.30          11.97           7.05          10.68
                                                          ----------     ----------     ----------     ----------      ---------
      Total income from investment operations                  14.48          12.89          11.66           7.31          10.66

  Less distributions from:
    Net investment income  ............................            -              -           (.19)          (.25)          (.11)
    Net realized gain on investments (2)...............            -              -          (2.89)          (.05)         (1.51)
                                                          ----------     ----------     ----------     ----------      ---------
      Total distributions                                          -              -          (3.08)          (.30)         (1.62)
                                                          ----------     ----------     ----------     ----------      ---------

Net asset value, end of year                              $    83.61     $    69.13     $    56.24     $    47.66      $   40.65
                                                          ==========     ==========     ==========     ==========      =========

Total return (3)  .....................................       20.95%         22.92%         24.41%         18.00%         33.78%

Ratios / supplemental data:
  Net assets, end of year (in thousands)  .............   $   23,938     $   21,764     $   19,955     $   15,417      $  11,067
                                                          ==========     ==========     ==========     ==========      =========

  Ratio of expenses to average net assets .............        1.73%          1.39%          1.46%          1.33%          1.19%
  Ratio of net investment income (loss) to average net
   assets..............................................      (1.02)%         (.65)%         (.60)%           .59%         (.06)%
  Portfolio turnover rate .............................        9.38%          2.73%          2.15%         21.32%         18.94%

<FN>

(1)  Net  investment  income  (loss) is based on  average  net  assets per share
     outstanding during the year.
(2)  Capital gain distribution pursuant to Section 852(b)(3) of the Code.
(3)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
</FN>
</TABLE>




<PAGE>

OBJECTIVES AND POLICIES

     Each of the Fund's  Portfolios  has its own  objectives  and  policies,  as
explained below. The Fund itself is designed to provide its shareholders  with a
flexible tool for their investing and tax planning.  (Investors should note that
the Fund neither  intends nor attempts to engage in tax planning for  individual
shareholders).

     To further  its  shareholders'  individual  investment  programs,  the Fund
includes four  separate and distinct  Portfolios,  each with its own  investment
policy.  A shareholder  may select a Portfolio or Portfolios in accordance  with
his  own  financial  objectives,  and he may  switch  all  or a  portion  of his
investment(s) from one Portfolio to another whenever he wishes.

Tax Planning

     To further its shareholders'  tax-planning,  the Fund sponsors an IRA Plan,
and the Fund's four Portfolios have adopted policies which operate  generally by
deferring (but not  eliminating)  federal income tax with the intent of reducing
the tax burden to the  shareholders  of any  realized  income or  capital  gains
earned by the Fund. There is no assurance that such policies will be successful,
nor is it  possible to predict  the extent to which a  shareholder's  tax burden
would be reduced by a successful application of the policies.

     Each of the Fund's Portfolios, to the extent consistent with its investment
objectives, follows a policy of holding appreciated investments for at least the
minimum  period  required  for sales of  investments  to qualify  for  long-term
capital  gain  treatment.  This  policy can  enable a  Portfolio  to  distribute
investment  profits in the form of capital gains,  which for shareholders in the
maximum  federal tax  bracket may be less  heavily  taxed than  ordinary  income
dividends.  Any Portfolio may sell  investments  that have declined in value for
the purpose of offsetting  taxable gain on investments  that have appreciated in
value.

     Each Portfolio also attempts,  in furtherance of its objectives,  to manage
its  investments  in  order  to  reduce  its net  taxable  income  and to  favor
opportunities  for asset  appreciation,  which would be free of current  federal
income taxation to the Portfolio or its  shareholders.  See  "Distributions  and
Taxes."

Dividends and Tax Planning

     Each Portfolio distributes its net investment income and net capital gains,
if any, to its shareholders as per-share  dividends only once a year and only to
the extent  necessary  for the Portfolio to qualify for treatment as a regulated
investment  company under  Subchapter M of the Internal  Revenue  Code,  thereby
avoiding  corporate federal income tax. Under current provisions of the Internal
Revenue Code the Fund is required to pay as dividends 90% of its net  investment
company taxable income.  Each Portfolio  treats as per-share  dividends paid the
amounts  of its  taxable  net  investment  income  distributed  in the  form  of
redemption  proceeds.  By using this permitted  method of calculating  dividends
paid,  each  Portfolio  is able to reduce the amount of its  dividends  that are
distributed to shareholders who have not redeemed their shares.

     Each  Portfolio has paid and will likely  continue to pay a federal  excise
tax of four percent on its  undistributed  income and capital gains, if any. The
Federal  excise tax reduces the  benefit of  distributing  less than 100% of the
Fund's net investment  income.  Such  undistributed  amounts are retained by the
Portfolio and  reinvested to earn further income and gains.  See  "Distributions
and Taxes." To the extent that a Portfolio  successfully  executes  it's policy,
the tax liability of a long-term  shareholder or a shareholder  who holds shares
in the Portfolio on an ex-dividend  date may be lessened (to an extent which the
Fund cannot predict), without reducing the shareholder's total return (dividends
plus appreciation).

THE FOUR PORTFOLIOS

     Each of the  Fund's  four  Portfolios  has its own pool of assets, and each
Portfolio has adopted its own investment policy.

     Investors  who wish to invest  all or a portion  of their  capital in a way
that does not depend on any particular  outcome for the economy should  consider
purchasing shares in the Permanent  Portfolio.  Investors who wish to invest all
or a portion of their capital in a way that seeks  to provide  a current  return
(which may be in the form of dividends,  increases in net asset value per share,
or some  combination  of the two) and  stability  of principal  should  consider
purchasing  shares in the Treasury Bill Portfolio.  Investors who wish to invest
all or a portion of their capital for the high current return that can be earned
on  high-grade,  short-term,  corporate  bonds while  limiting risk to principal
should consider purchasing shares in the Versatile Bond Portfolio. Investors who
wish to invest a portion of their  capital to achieve high (greater than for the
stock market as a whole),  long-term  appreciation  should  consider  purchasing
shares in the Aggressive Growth Portfolio.

<PAGE>

     Investors may switch all or a portion of their  investment in the Fund from
one Portfolio to another at any time.

     Except as indicated  otherwise,  the investment  policies and objectives of
each Portfolio,  as described below, are fundamental.  A Portfolio's fundamental
investment  policy or  objective  can be changed only by a vote of a majority of
the Portfolio's outstanding shares.

Permanent Portfolio

     The  objective of the  Permanent  Portfolio is to preserve and increase the
"purchasing  power"  value of its  shares  over the long  term.  This goal would
require the price of shares in the  Permanent  Portfolio to rise at a rate equal
to or greater than the rate of general  price  inflation  (or, in the event of a
deflation in the economy,  it would require the price of shares in the Permanent
Portfolio  to  resist  the  decline  in the  general  level of  prices).  If the
Permanent  Portfolio succeeds in meeting its objective,  the amount of goods and
services that can be purchased with an amount of money  equivalent to a share in
the  Permanent  Portfolio  will hold steady (over the long term),  or rise,  and
would do so regardless of the course of inflation.

     Investors should note that even if the Permanent Portfolio does achieve its
objective over the long term, it may suffer  substantial  short-term losses from
time to time,  since  investment  prices  generally  respond  to  changes in the
pattern of inflation with lags and delays that are impossible to foresee.

     The investment  policy of the Permanent  Portfolio  reflects the opinion of
its Investment  Adviser that inflation rates and other economic events cannot be
forecast  with a high  degree of  reliability  and that only  investors  who are
willing  to  embrace a high  degree of risk  should  act on such  forecasts.  An
investment  vehicle such as the  Permanent  Portfolio,  whose goals  include the
preservation of purchasing power,  should not depend on forecasts.  Instead,  it
should  acknowledge  a broad  range of economic  possibilities  and, in order to
preserve purchasing power over the long term, should incorporate investments for
each of  them.  For a  further  discussion  of the  investment  strategy  of the
Permanent  Portfolio,  see  "Objectives  and  Policies -  Investment  Strategy -
Permanent Portfolio" in the Fund's SAI.

     In pursuit of its objective of preserving  and  increasing  the  purchasing
power  value  of  its  shares,  the  Permanent  Portfolio,  as  its  fundamental
investment policy, invests a fixed "Target Percentage" of its net assets in each
of the following categories:

--------------------------------------------------------------------------------
Investment Category                                            Target Percentage
--------------------------------------------------------------------------------
Gold ......................................................................  20%
Silver ....................................................................   5%
Swiss franc assets ........................................................  10%
Stocks of U.S. and foreign real estate
   and natural resource companies .........................................  15%
Aggressive growth stocks ..................................................  15%
Dollar assets .............................................................  35%
Total                                                                       100%
--------------------------------------------------------------------------------

     The Fund will not alter the Permanent  Portfolio's  Target  Percentages  or
change the composition of its investment  categories without prior authorization
by the  Portfolio's  shareholders.  The  Permanent  Portfolio  will  buy or sell
investments as needed to correct any discrepancy  between its actual holdings in
a  given  category  and  the  Target  Percentage  for  that  category  if such a
discrepancy exceeds 1/10th of the Target Percentage. The Investment Adviser does
not attempt to anticipate  short-term  changes in the general price level of any
investment  category.  Please  see the SAI  under  "Objectives  and  Policies  -
Investment Categories" for a discussion of how each investment category works to
achieve the Permanent Portfolio's objectives, and under "Objectives and Policies
- Strategic Portfolio  Adjustments" for a discussion of those circumstances that
might occasion a delay in portfolio adjustments.

     The  Permanent  Portfolio's  "Gold"  holdings  consist of gold  bullion and
bullion-type coins such as, for example,  American Eagle gold coins and Canadian
Maple Leaf gold coins.
<PAGE>

     The Permanent  Portfolio's  "Silver" holdings consist of silver bullion and
bullion-type coins.

     The Permanent Portfolio's "Swiss franc assets" consist of deposits of Swiss
francs at Swiss or  non-Swiss  banks and the bonds and other  securities  of the
federal government of Switzerland.

     The  Permanent  Portfolio's  "Stocks of U.S.  and  foreign  real estate and
natural resource  companies" consist of stocks of companies whose assets consist
primarily of real estate (such as timberland,  ranching and farm land, raw land,
and land with  improvements and structures) and natural  resources (such as oil,
gas, coal, precious and non-precious metals.

     The Permanent Portfolio's "Aggressive growth stocks" include stock warrants
and stocks of U.S.  companies  that are more volatile than the stock market as a
whole,  and  consist of the same types of  investments  in which the  Aggressive
Growth  Portfolio  may invest.  See "The Four  Portfolios  -  Aggressive  Growth
Portfolio."

     The Permanent Portfolio's "Dollar assets" include cash, U.S. Treasury bills
and notes and U.S. Treasury bonds, and may include other U.S. dollar-denominated
assets  such  as  the  obligations  of  U.S.  Government  agencies,  high-grade,
short-term,  corporate bonds and banker's  acceptances  which, in the opinion of
the  Fund's  management,   are  secure  enough  to  escape  default  even  under
deflationary  economic  conditions.  The  average  length  to  maturity  of  the
Permanent  Portfolio's  net dollar assets will not exceed 15 years and corporate
bonds so  denominated  have a  Standard  & Poor's  rating of "A" or higher and a
remaining time to maturity of 24 months or less.

     The assets in each of the Permanent  Portfolio's  investment categories are
subject to certain risks.  See "Risk Factors and Special  Considerations"  below
for a discussion of the principal risks.  See, also,  "Objectives and Policies -
Investment Categories" in the SAI for a discussion of other risks.

     Viewed in isolation, some of the Permanent Portfolio's assets, such as gold
and stock warrants, would be considered highly speculative.  However, the Fund's
management  believes that the various investments are subject to different (and,
in some cases,  contrary) risks, so that the value of the Permanent  Portfolio's
investments in the aggregate  will be subject to less risk,  over the long term,
than the risk associated with any one of the investments taken by itself.

     It is the Permanent Portfolio's policy to arrange its investments, whenever
feasible in keeping  within the Permanent  Portfolio's  Target  Percentages,  to
reduce the Portfolio's net taxable income and to favor  opportunities  for asset
appreciation.  To the extent  that this  policy is  successfully  executed,  the
Permanent  Portfolio's  net asset value per share will be greater  than it would
have been otherwise (since the amount of  distributions to shareholders  will be
less),  and the federal income tax liability  incurred by  shareholders  will be
reduced accordingly.

     The Permanent Portfolio follows the same tax planning and dividend policies
as the Fund's other  Portfolios.  These policies are intended generally to defer
(not  eliminate)  the  payment of federal  income  tax.  The  operation  of this
deferral may lessen a  shareholder's  tax liability  without  reducing his total
return  (dividends  plus  appreciation).   See  "Objectives  and  Policies"  and
"Distributions and Taxes."

Treasury Bill Portfolio

     The objective of the Treasury Bill Portfolio is to earn high current income
for the Portfolio, consistent with safety and liquidity of principal.

     The Treasury Bill Portfolio,  as its fundamental investment policy, invests
exclusively in debt obligations of the United States  Treasury.  At least 80% of
the  Portfolio's  assets  will  consist of U.S.  Treasury  bills and notes.  The
balance of the assets may be invested in U.S.  Treasury bonds having a remaining
maturity of  thirteen  months or less.  The dollar  weighted  average  length to
maturity of the Portfolio's investments will not exceed 90 days.

     The Treasury Bill Portfolio  distributes its net investment  income and net
capital gains, if any, only to the extent necessary for the Portfolio to qualify
for  treatment  as a regulated  investment  company  under  Subchapter  M of the

<PAGE>

Internal  Revenue  Code,  thereby  avoiding  corporate  federal  income tax. The
Portfolio  reduces  the  amount of its  per-share  dividends  to the  extent its
taxable net investment income is distributed in the form of redemption proceeds.
(The  Treasury  Bill  Portfolio's  dividend  policy  differs  from the  dividend
policies  of most  money  market  funds  in this  respect.)  The  Treasury  Bill
Portfolio's  dividend  policy permits (but does not assure) the  Portfolio's net
asset value per share to rise. As a result of this policy,  the tax liability of
a long-term shareholder or a shareholder who holds shares on an ex-dividend date
may be lessened (to an extent which the Fund cannot  predict),  without reducing
the shareholder's total return (dividends plus appreciation).

     An investment in the Treasury Bill  Portfolio  should be considered for the
portion  of an  investor's  capital  for which the  investor  wishes to  provide
stability of principal  while earning a current return (which may be in the form
of dividends, increases in net asset value per share, or some combination of the
two). An investor may desire such  protection  because he is uncertain about the
future  course of investment  prices,  because he expects  investment  prices in
general  to  decline,  because  he  wishes  to make  greater  allowance  for the
possibility of economic deflation than does the Permanent Portfolio,  or because
he wishes to invest temporarily in a pool of liquid,  short-term securities with
a low degree of risk.

Versatile Bond Portfolio

     The  objective  of the  Versatile  Bond  Portfolio  is to earn high current
income for the Portfolio,  while  limiting risk to principal.  The Portfolio was
designed  to provide its  shareholders  with a  versatile  instrument  for their
investment  and tax planning  and may be suitable for  investors in a variety of
circumstances.

     The Versatile Bond Portfolio  invests in high-grade,  short-term  corporate
bonds selected by the Investment  Adviser for their ability to earn high current
income and for their ability to protect principal.

     In order to limit risk to principal arising from defaults by corporate bond
issuers,  the Versatile Bond Portfolio  invests only in bonds that have earned a
rating of "A" or higher by  Standard  & Poor's  and which in the  opinion of the
Fund's  management are secure enough to escape  default even under  deflationary
economic  conditions.  "AAA,"  "AA" and "A" are the three  highest of Standard &
Poor's eleven bond rating categories and mean respectively that, in the judgment
of Standard & Poor's,  a bond's  capacity to pay interest and repay principal is
"extremely  strong," "very strong" or "strong." The Portfolio does not invest in
so-called  "junk bonds." The Portfolio  further  reduces risk by diversifying so
that  ordinarily  no more than 5% of the value of its assets is  invested in the
bonds of any one issuer and no more than 25% is invested in the bonds of issuers
in any one industry.

     The Portfolio  purchases only bonds with remaining  maturities of 24 months
or less, in order to limit risk to principal arising from changes in open-market
interest rates. Prices of such short-term bonds tend to be much more stable than
prices of long-term corporate, municipal or U.S. Treasury bonds.

     The  Versatile  Bond  Portfolio  follows the same tax planning and dividend
policies as the Fund's other Portfolios. These policies are intended to lessen a
shareholder's  tax liability  without reducing his total return  (dividends plus
appreciation). See "Objectives and Policies" and "Distributions and Taxes." Even
though the Versatile Bond Portfolio invests in short-term corporate bonds having
little potential for appreciation,  the Portfolio's dividend policy permits (but
does not assure) the Portfolio's net asset value per share to rise.

     An investment in the Versatile Bond Portfolio  should be considered for the
portion  of an  investor's  capital  that he  wishes  to  protect  from  risk of
substantial  loss while earning a higher current return than available in United
States Treasury securities (which may be in the form of dividends,  increases in
net asset value per share,  or some  combination of the two). The Versatile Bond
Portfolio may be especially suitable for an investor who wishes to defer federal
income tax  liability  for a portion of his  return on an  investment  with high
current income.

Aggressive Growth Portfolio

     The  objective  of the  Aggressive  Growth  Portfolio  is to  achieve  high
(greater  than the stock  market),  long-term  appreciation  in the value of the
Portfolio's shares. The performance of the stock market is reflected in indices,
which include for example,  the Dow Jones Industrial  Average and the Standard &
Poor's 500 Stock Index.

     The  Aggressive  Growth  Portfolio,  as  its  fundamental  policy,  invests
exclusively  in stocks and stock  warrants of U.S.  companies  selected for high
<PAGE>

profit  potential.  The price  volatility of such investments is expected by the
Investment  Adviser to be greater than the price  volatility  of the U.S.  stock
market as a whole.  Such  investments  may include  stocks of  companies in high
technology  industries,  companies  exploiting  or  developing  new  products or
services,  and  companies  whose  stock is  valued  primarily  for  appreciation
potential rather than current income. Stocks may be selected for purchase by the
Aggressive  Growth  Portfolio  because they have a history of high volatility or
because the companies involved have above-average  growth in income,  profits or
sales. The Aggressive  Growth  Portfolio  intends that, at any one time, it will
hold stocks from at least twelve different  industry groups and that within each
industry  group it  ordinarily  will  hold the  stocks  of both  large and small
companies.  The Aggressive Growth Portfolio also purchases stock warrants, which
are long-term options to purchase shares of stock at a fixed price.

     Ordinarily at least 60% of the Aggressive Growth Portfolio's assets will be
invested in  securities  listed on the New York Stock  Exchange.  The  remaining
portion of the Portfolio's  assets will be invested in securities  listed on the
American  Stock  Exchange  or other  domestic  stock  exchange  or traded in the
over-the-counter market.

     The Aggressive  Growth Portfolio will remain fully invested in stock market
investments at all times,  apart from incidental amounts of cash that ordinarily
do not exceed 3% of the Portfolio's net assets. Accordingly,  the success of the
Portfolio's  investment  policy  does not depend on  short-term,  market  timing
decisions by the Investment Adviser.

     The Aggressive  Growth Portfolio follows the same tax planning and dividend
policies as the Fund's other Portfolios. These policies are intended to lessen a
shareholder's  tax liability  without reducing his total return  (dividends plus
appreciation). See "Objectives and Policies" and "Distributions and Taxes."

     An investment in the Aggressive  Growth  Portfolio should be considered for
the portion of an  investor's  capital for which the  investor  seeks  long-term
appreciation.  Investors  should note that, while stocks owned by the Aggressive
Growth  Portfolio are expected by the Investment  Adviser to appreciate in value
more  rapidly  than the stock  market,  they also are  subject to greater  risk,
especially  during periods when the prices of U.S.  stock market  investments in
general are declining.

Risk Factors and Special Considerations

     Investors should review carefully the risks, significant features and other
special considerations associated with an investment in the Fund.

     Gold. Gold generates no interest or dividends,  offering only the potential
for price  appreciation.  The  performance  of the Permanent  Portfolio  will be
affected  by changes in the price of gold.  A decline in the price of gold would
tend to  reduce  the net  asset  value of  shares  in the  Permanent  Portfolio,
although in some  instances  this  tendency  could be offset by increases in the
price of other investments held by the Permanent Portfolio.

     The market for gold is worldwide.  The price of gold is subject to the risk
that in any country  inflation or the  public's  expectation  of inflation  will
decline.  The price of gold also can be  depressed by  large-scale  sales of the
metal by the U.S.  or  foreign  governments,  by other  official  bodies,  or by
private parties;  by adverse economic conditions in countries where gold is held
by the general public;  and by governmental  prohibitions or restrictions on the
private ownership of gold.

     The price of gold has been  subject to volatile  fluctuations  from time to
time.

     Silver.  The  performance  of the Permanent  Portfolio  will be affected by
changes in the price of silver.

     Silver is  subject  to risks  similar  to those of gold and has shown  even
greater price volatility than gold. In addition,  because of the substantial but
variable demand for silver by industrial users, the price of silver is likely to
decline in the event of any actual or  anticipated  decline in the general level
of worldwide economic activity.

     Real estate and natural  resource  company  stocks.  The performance of the
Permanent Portfolio will be affected by changes in the prices of real estate and
natural resource company stocks.
<PAGE>

     The stocks of real estate and natural  resource  companies are particularly
subject to irregular price fluctuations due to the nature of the assets owned by
the companies.  Any decline in the general level of prices of oil or real estate
would be  expected  to have an  adverse  impact  on  these  stocks.  The  Fund's
management  believes that the prices of such stocks are particularly  vulnerable
to  decline  in the event of  deflationary  economic  conditions,  and that such
stocks may be particularly profitable during periods of rising inflation.

     Aggressive  growth stocks.  The Permanent  Portfolio's  investments in this
category, and all of the Aggressive Growth Portfolio's investments, are selected
for high profit  potential.  Such issues tend to appreciate  more than the stock
market as a whole during  periods  when stock prices in general are rising,  and
tend to decline in value more than the stock  market as a whole  during  periods
when stock prices in general are falling.  In addition,  those  Portfolios might
invest in  companies  with small  capitalization,  which tend to rely on smaller
product lines and customer bases than larger companies. The prices of the stocks
in such  companies  therefore can be expected to be more volatile and influenced
more by changes in the economy as a whole.

     U.S.  Treasury bills and bonds. The performance of the Permanent  Portfolio
and the Treasury  Bill  Portfolio  will be affected by changes in the prices and
yields of U.S. Treasury securities.

     Although U.S.  Treasury bonds are widely  considered to be free of any risk
of  default,  their  open-market  prices are  affected by changes in the general
level of interest  rates.  Prices of existing U.S.  Treasury  securities tend to
rise when interest  rates are falling,  and tend to fall when interest rates are
rising.  Price  fluctuations of long-term U.S. Treasury bonds, such as the bonds
held by the Permanent  Portfolio,  can be as extensive as the price fluctuations
of common stocks.

     Prices  of  U.S.   Treasury  bills  and  other  short-term  U.S.   Treasury
securities,  including those held by the Treasury Bill Portfolio, also fluctuate
in response to changes in interest rates. However, such fluctuations  ordinarily
are minimal compared to other interest bearing instruments.

     Short-term  bonds.  The short-term  corporate  bonds in which the Versatile
Bond Portfolio and the Permanent  Portfolio may invest are not guaranteed by the
U.S.  government or any government  agency and hence are subject to some risk of
default.  The Versatile Bond Portfolio protects against the risk of default (but
does not  eliminate it entirely) by  diversifying  its holdings and by investing
only in bonds with remaining  maturities of 24 months or less and that are rated
"A," "AA" or "AAA" by  Standard  & Poor's.  An "A"  rating by  Standard & Poor's
means that the bond has strong capacity to pay interest and principal but is not
as strongly  protected  against the adverse effects of changes in  circumstances
and  economic  conditions  as  bonds  rated  "AA"  or  "AAA."  As an  additional
protection,  the  Portfolio  invests  only in bonds  that in the  opinion of the
Fund's  management are secure enough to escape  default even under  deflationary
economic  conditions.  Open-market  prices  of  short-term  corporate  bonds are
affected  by  changes  in the  general  level  of  interest  rates;  such  price
fluctuations  are small in  comparison  with  changes  in  prices  of  long-term
corporate, municipal or U.S. Treasury bonds. Corporate bonds also may be subject
to  downward  changes in their  ratings  by  Standard & Poor's and to "call," or
early  repayment,  at the option of the  issuer.  The  calling of a bond that is
trading at a premium  over its face value could  result in a loss of the premium
to the bondholder.

     Foreign investments.  The Permanent Portfolio may own investments issued by
foreign  banks  and  governments  and may own  stock  in  foreign  companies  or
investments held outside the United States.

     Stock in foreign  companies may be held in the form of American  Depository
Receipts  ("ADRs").  ADRs are certificates  issued by a U.S. bank that represent
the right to receive  securities of a foreign company deposited in the same bank
or in its correspondent bank. In addition,  the Fund may direct its Custodian to
leave gold,  silver,  Swiss franc assets and other investments in the custody of
qualified foreign  sub-custodians.  The Fund may hold gold and silver bullion in
the form of claim accounts with foreign banks.
<PAGE>

     In many foreign markets there is less publicly available  information about
securities, including independent reports and ratings, than in U.S. markets, and
accounting and auditing  standards  often are less strict and less reliable than
in the U.S.

     Many  foreign  stock  markets are not as developed or efficient as those in
the United States, and securities of some foreign issuers may be less liquid and
more volatile than securities of comparable United States companies. In general,
there is less overall  governmental  supervision  and  regulation  of securities
exchanges, brokers, banks and listed companies than in the United States.

     Tax planning. Each Portfolio of the Fund intends to pay per-share dividends
only to the extent  necessary  for the  Portfolio to qualify for  treatment as a
regulated  investment  company under  Subchapter M of the Internal  Revenue Code
thereby avoiding corporate federal income tax on its income. If a Portfolio were
to distribute to its shareholders  less than the minimum amount required for any
year, which the Fund considers  unlikely,  the Portfolio would become subject to
federal income tax for that year.

     Target  percentages  and  in-kind  redemptions.   To  avoid  liability  for
corporate  federal income tax each year, a Portfolio  must,  among other things,
derive at least 90% of its gross income from items including interest, dividends
and  gains on  sales of  securities.  Gains on sales of gold and  silver  by the
Permanent  Portfolio  would  not  qualify  as  "gains  on sales of  securities."
Consequently,  in the  event  of a rapid  rise in  prices  of gold  and  silver,
profitable  sales of gold and silver  (as might be  required  for the  Permanent
Portfolio to adhere to its Target  Percentages)  could  subject the Portfolio to
liability for corporate  federal  income tax. In order to avoid this adverse tax
result, the Fund has reserved the right to require redeeming shareholders in the
Permanent Portfolio to accept readily tradable gold or silver bullion or bullion
coins in complete or partial payment of redemptions.  The bullion or coins would
be selected by the Fund from the Permanent Portfolio's holdings.

     However,  in order to reduce the  possibility of  inconvenience  or loss to
shareholders  in the  Permanent  Portfolio,  the Fund will  require a  redeeming
shareholder to accept an in-kind redemption only if it has arranged a convenient
opportunity for the shareholder  promptly to sell the bullion or coins through a
qualified broker or dealer at a cost not to exceed 2% of their value at the time
of the  redemption.  In the event  that a  shareholder  elected  not to use this
service,  the Fund at its own expense  would deliver the bullion or coins to the
shareholder, or, at his request, to his local bank.

     From time to time the Fund, at the request of redeeming shareholders in any
Portfolio,  may distribute readily tradable assets to the shareholder in payment
of his  redemption.  To be accepted by the Fund, any such request for an in-kind
redemption  must be made in  writing.  The Fund  will  accept a  request  for an
in-kind  redemption only if it has otherwise  decided that the selected asset is
suitable  for  disposition  in a  transaction  consistent  with the  Portfolio's
investment  policies.  See "In-Kind  Redemptions" in the SAI for a discussion of
the Fund's operating policies for such redemptions.

     For  the  shareholder,  the  tax  consequences  of  an  in-kind  redemption
generally would be the same as those of a cash redemption.

     Illiquid securities. The Permanent Portfolio may hold a maximum of 10%, and
the Aggressive  Growth  Portfolio may hold a maximum of 5%, of its net assets in
investments  that have no ready  market for resale and  securities  for which no
readily available market quotation  exists.  Neither the Treasury Bill Portfolio
nor the Versatile Bond Portfolio will hold illiquid securities.

     Regulatory  matters.  Following a routine  examination of the Fund in 1991,
the Securities and Exchange  Commission  (the  "Commission")  instituted  public
administrative  and  cease-and-desist   proceedings  on  January  13,  1997,  to
determine the truth of allegations by the  Commission's  Division of Enforcement
(the  "Division")  that World  Money  Managers,  Terry Coxon and Alan Sergy (the
Fund's  Investment  Adviser  and  two  of the  Fund's  directors  and  officers,
respectively,  or,  the  "Respondents"),  breached  their  fiduciary  duties  in
violation of certain  provisions of federal securities laws in fiscal years 1990
through 1996. From May 5, 1997 through May 15, 1997, an  administrative  hearing
on these charges was held before Chief Administrative Law Judge Brenda P. Murray
(the "Hearing  Officer") in San  Francisco,  California.  The  Respondents  have
denied all of the  allegations  of the Division and have actively  contested the
proceedings.  No charges have been made against the Fund,  which  allegedly  was
subject to improper charges by the  Respondents,  and the Fund is not a party to
the proceedings.


<PAGE>

     In an initial  decision dated April 1, 1999 (the "Initial  Decision"),  the
Hearing  Officer ruled that the Respondents  had committed  certain  violations.
Specifically,  the Hearing Officer ruled that the Respondents  violated  Section
206(2) of the Investment  Advisers Act of 1940: by charging $248,153 of transfer
agent and accounting  fees to the Fund's  Marketing and  Distribution  Plan (the
"12b-1 Plan") during calendar year 1990; by causing the excessive capitalization
of  a  broker-dealer   subsidiary  of  the  Permanent   Portfolio  (World  Money
Securities,  Inc.,  or "WMS") of $850,000  and  charging it in 1990 and 1991 for
printing  costs  related  to the  distribution  of shares in the  Treasury  Bill
Portfolio,  Versatile  Bond  Portfolio and  Aggressive  Growth  Portfolio in the
amount of $336,571;  by charging WMS  excessive  rent and improper  underwriting
costs of $72,426;  and by acquiring a "call  option" in 1990  prohibited  by the
Fund's  fundamental  investment  policies and managing  the  investment  for the
advantage of a client of an officer of the Fund. The Hearing  Officer also ruled
that the Respondents  violated or aided and abetted violations of: Section 12(b)
of the Investment Company Act of 1940 (the "ICA") and Rule 12b-1 thereunder,  by
receiving  unauthorized  reimbursements  in calendar year 1990 of $214,270 under
the Fund's 12b-1 Plan and by providing  insufficient  information  regarding the
12b-1 Plan to the Fund's  Board of  Directors;  Section  13(a)(3)  of the ICA by
acquiring  the  "call  option;"  Section  17(a) of the  Securities  Act of 1933,
Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 thereunder, and Section
34(b) of the ICA by making  misleading  statements  in the  Fund's  registration
materials;  Section 10(b) of the ICA by using WMS as a principal underwriter for
the Fund; and Section 17(d) of the ICA and Rule 17d-1 thereunder, by causing WMS
to be excessively capitalized.

     The Hearing  Officer  ordered that the  Respondents:  cease and desist from
committing further violations; be suspended from association with any registered
investment adviser or investment company for a period of three months;  disgorge
$1,608,018,  pay  prejudgment  interest of $1,236,726 and pay civil penalties of
$140,000.

     The  Respondents  believe that the Hearing  Officer's  Initial  Decision is
incorrect and contains reviewable errors.  Accordingly,  on April 22, 1999, they
filed  petitions for review by the  Commission.  On April 21, 1999, the Division
also  filed a  petition  for  review  by the  Commission  of  certain  sanctions
contained  in the Initial  Decision,  seeking to bar World Money  Managers  from
acting as an investment adviser and to bar Terry Coxon from association with any
registered investment adviser or investment company for one year with a right to
reapply.  Thereafter,  the Commission granted the petitions and has accepted the
review of the Initial Decision.

     Under the Fund's Bylaws, the Fund is obligated to advance expenses incurred
by the  Respondents  in the  proceedings  upon  their  undertaking  to repay the
advances,  in the event it is  ultimately  determined  that they have  committed
willful misfeasance,  bad faith, gross negligence or reckless disregard of their
duties.  The Fund has  therefore  incurred,  and may  continue  to  incur,  such
expenses in connection  with the  allegations,  including  amounts paid by World
Money  Managers  to  persons  who are  directors  and  officers  of the Fund for
their litigation expenses.

     The Initial Decision of the Hearing Officer does not become effective until
the  Commission's  decision,  which could affirm,  reverse or modify the Initial
Decision.  World Money  Managers  continues to act as Investment  Adviser of the
Fund,  and Terry Coxon  continues  to serve as  President  and a director of the
Fund. See "Management-Investment  Adviser." Alan Sergy retired from the Fund for
medical  reasons in March 1998 and,  except  for  payments  being made under the
Fund's long-term disability plan, is no longer associated with the Fund.

     The ultimate outcome of these  proceedings is unknown.  The Fund's Board of
Directors  plans to continue to monitor the proceedings and to take such actions
as may be appropriate to assure the  availability to the Fund of such investment
advice and administrative  support as may be necessary to continuously implement
the Fund's investment  policies and investment  objectives,  as outlined in this
Prospectus.

<PAGE>

     Unusual  features.  The Fund's  Portfolios  involve many unusual  features,
including the  objectives  of providing tax  advantages,  and  investments  in a
foreign  currency,  foreign  securities and precious metals.  These features may
result  in  administrative,  financial  or tax  consequences  that are  entirely
unforeseen.

MANAGEMENT

     The Fund's Board of Directors has the duty and  responsibility  of managing
the business and affairs of the Fund. Three of the six directors are Independent
Directors, who have no financial interest in the Investment Adviser. The special
function of the Independent  Directors is to assure that the Fund deals with the
Investment  Adviser at arm's  length  and  solely for the  benefit of the Fund's
shareholders.

     The Fund holds  meetings  of its  shareholders  only as may be  required by
Maryland law. Generally,  each shareholder is entitled to cast one vote for each
share  he  owns.  A  separate  vote is  taken  when a  matter  affects  only one
Portfolio.

Investment Adviser

     The Fund retains  World Money  Managers (the  "Investment  Adviser") as its
adviser  under  an  Investment  Advisory  Contract  dated  June  19,  1996  (the
"Contract"). The Investment Adviser is a limited partnership organized in August
1981 under the laws of the State of California. The Investment Adviser's general
partners  are Terry  Coxon,  who is also a  limited  partner  in the  Investment
Adviser,  and Terry Coxon, Inc., a California  corporation wholly owned by Terry
Coxon. The Investment  Adviser's  business  consists,  and has always consisted,
solely  of  managing  investment  companies.   See  "Risk  Factors  and  Special
Considerations - Regulatory matters."

     The  Investment  Adviser  furnishes the Fund  continuously  with  suggested
investment   planning  and   investment   advice.   The   Investment   Adviser's
responsibilities  (which are  performed  on its behalf by Terry  Coxon and Terry
Coxon,  Inc., its general partners;  and by Michael J. Cuggino,  its consultant)
include making  recommendations  concerning the selection,  purchase and sale of
the Fund's  investments  (which are placed by the Fund's officers,  Terry Coxon,
its  President  and  Michael  J.  Cuggino,   its   Treasurer).   The  day-to-day
administration of the Fund's  activities are the  responsibility of Terry Coxon,
its President and Michael J. Cuggino, its Treasurer.  All activities  undertaken
by the  Investment  Adviser  on behalf of the Fund are  subject  to the  general
policy  direction of the Fund's Board of  Directors.  The  following  sets forth
certain information regarding Mr. Coxon and Mr. Cuggino.

     Terry Coxon has been an investment adviser and author since 1976. Mr. Coxon
has served as President  and a director of the Fund since its inception in 1981,
during all of which time he has shared primary responsibility for the activities
of the  Investment  Adviser and the Fund  described  above.  Mr.  Coxon also has
served as President and a director of Bullion Security Corporation,  the sponsor
of an investment trust, since its inception in 1987.

     Michael J. Cuggino has been a Certified  Public  Accountant  since 1988. He
was employed by the Boston office of Ernst & Young and its predecessor  company,
Arthur Young & Company,  in various audit and accounting  capacities,  including
audit manager, from August 1985 until January 1991. In January 1991, Mr. Cuggino
established  an  accounting  practice  in  Petaluma,  California.  He  served as
Assistant  Treasurer  of the Fund,  World  Money  Securities,  Inc.  and Bullion
Security  Corporation  from August 1991 until  December  1992.  Mr.  Cuggino has
served as Treasurer:  of World Money  Securities,  Inc. from 1993 until 1996; of
Bullion  Security  Corporation  since 1993; and of the Fund since 1993,  when he
began to share primary  responsibility  for the activities of the Fund described
above.  Mr. Cuggino has also served as a director of the Fund since 1998.

<PAGE>

     The Fund pays the Investment  Adviser a comprehensive  advisory fee monthly
at the following annual rate:

(i)  for each  Portfolio,  1/4 of 1% (0.250%)  of the first $200  million of the
     Portfolio's average daily net assets; plus

(ii) for the Fund as a whole,  7/8 of 1% (0.875%)  of the first $200  million of
     the Fund's average daily net assets;  13/16 of 1% (0.813%) of the next $200
     million of the Fund's  average daily net assets;  3/4 of 1% (0.750%) of the
     next $200 million of the Fund's  average daily net assets;  and 11/16 of 1%
     (0.688%) of the Fund's  average daily net assets in excess of $600 million,
     such fee for the Fund as a whole to be allocated  among the  Portfolios  in
     proportion to their net assets.

     While the advisory fee is higher than the fees of other mutual funds, World
Money Managers  absorbs a substantial  portion of the Fund's ordinary  operating
expenses as described  below,  a practice that benefits the Fund by limiting its
expenses,  simplifying  its internal  accounting  and  facilitating  independent
audits. The Investment Adviser also bears the Fund's distribution  expenses.  In
addition,  during  the year ended  January  31,  2000,  the  Investment  Adviser
voluntarily  agreed to waive  portions  of the  advisory  fee  allocable  to the
Treasury Bill  Portfolio and to the Versatile  Bond Portfolio to the extent that
either  Portfolio's  total advisory fee otherwise would exceed an annual rate of
5/8 of 1% (0.625%),  in the case of the Treasury  Bill  Portfolio,  or 3/4 or 1%
(0.750%),  in the  case  of the  Versatile  Bond  Portfolio,  of the  respective
Portfolio's  average  daily net assets.  The  Investment  Adviser  may  continue
voluntarily  to waive  such  fees,  although  it is not  required  to do so, and
reserves  the right to revoke,  reduce or change the waiver  prospectively  upon
five days written notice to the Fund.  Investors  should note that the yields of
those two Portfolios are enhanced by the fee waiver.

     The Fund  also  pays for its  investment  expenses  (such  as  interest  on
borrowings,  taxes and brokerage commissions),  the salary expense of the Fund's
officers  (including  payments under the Fund's long term disability  plan), the
fees and expenses of the Fund's directors,  and any and all extraordinary  fees,
costs and expenses,  including  those  associated  with  litigation,  government
investigations or administrative  proceedings.  The Investment Adviser bears all
of the Fund's other ordinary  operating  expenses,  which may include charges by
the Fund's Transfer Agent,  charges by the Fund's  Custodian,  accounting  fees,
auditing and legal fees not associated with litigation,  employee and consultant
salaries  and  expenses,  rent  and  occupancy,  printing,  postage  and general
administrative  expense.  The Fund does not pay any of the Investment  Adviser's
general or administrative overhead expense.

     All fees and  expenses  payable by the Fund  pursuant to the  Contract  and
attributable  only to one Portfolio are borne  entirely by that  Portfolio;  all
other  such fees and  expenses  are  allocated  among the Fund's  Portfolios  in
proportion to their net assets.

     The  Investment  Adviser  has  entered  into  an  Administrative  Agreement
effective  February  1,  1986,  with  Permanent  Portfolio   Information,   Inc.
("Information"),  which  is one of its  limited  partners,  whereby  Information
provides   administrative  and  marketing   services,   such  as  designing  and
coordinating   mailings  and  responding  to  inquiries  from  prospective  Fund
investors and shareholders.  The Investment Adviser  reimburses  Information for
its  expenses and pays  Information  a fee of $6,000 per month.  The  Investment
Adviser may enter into similar arrangements with other persons.

     The  Investment  Adviser  also  receives  certain  service  charges paid by
shareholders  either directly or from their Shareholder  Accounts.  See "Service
Charges."

CONSULTANTS

     The Fund and the Investment Adviser have entered into agreements with Harry
Browne and Douglas Casey under which those individuals make themselves available
for  consultation  with the Fund and the  Investment  Adviser on such matters as
basic  trends in domestic  and  international  finance and on the  criteria  for
evaluating  investments.  The  expense  of  such  agreements  is  borne  by  the
Investment  Adviser.  Neither of the  consultants  advises either the Investment
Adviser or the Fund on the selection of specific investments for any Portfolio.
<PAGE>

     Harry Browne is a financial author and lecturer. His books include: How You
Can Profit from the Coming  Devaluation,  You Can Profit from a Monetary Crisis,
Complete  Guide  to  Swiss  Banks,   New  Profits  from  the  Monetary   Crisis,
Inflation-Proofing Your Investments  (co-authored with Terry Coxon),  Investment
Rule #1, Why the  Best-Laid  Investment  Plans Usually Go Wrong and The Economic
Time Bomb.

     Douglas  Casey  is  an  investment  author  (Crisis  Investing,   Strategic
Investing and The  International  Man) and the author of an investment  advisory
service, "The International Speculator."

DISTRIBUTIONS AND TAXES

     For federal  income tax purposes,  each  Portfolio is treated as a separate
corporation.

     To  reduce  the  amount  of its  income  that is  taxable  currently,  each
Portfolio will, whenever practical and in accordance with its investment policy,
offset taxable gains on sales of  investments  that have risen in price with tax
losses  from  sales of assets  that  have  fallen in  price.  In  addition,  the
Permanent  Portfolio may purchase bonds or notes at a market  discount,  thereby
enabling the Portfolio to defer recognition for tax purposes of a portion of the
return on such notes or bonds.

     Each Portfolio  intends to continue to qualify  annually for treatment as a
"regulated  investment  company" under Subchapter M of the Internal Revenue Code
of 1986, as amended.  This would permit the Portfolio to deduct distributions of
its net investment income to its shareholders thereby avoiding corporate federal
income tax on the income so  distributed.  Under  applicable  federal income tax
provisions, "distributions" include per-share dividends and also include amounts
paid to  redeeming  shareholders  that  represent  their share of a  Portfolio's
undistributed  earnings and profits.  For redeeming  shareholders,  however, the
entire  redemption  proceeds  generally are treated as proceeds from the sale of
shares and not as a  distribution  of income or gain  realized by the Fund.  See
"General Information" in the SAI.

     In order to reduce the current  tax burden of a  Portfolio's  investors  on
their shares of the Portfolio's  income and gains, each Portfolio intends to pay
per-share  dividends  only in amounts  judged  sufficient by the Fund's Board of
Directors to enable the  Portfolio to qualify for treatment  under  Subchapter M
thereby avoiding  corporate federal income tax, to the extent of such dividends.
Under the Internal  Revenue Code the Fund is required to distribute as dividends
90% of its net investment company taxable income.

     The  amount of a  Portfolio's  net  investment  income  per  share  that is
distributed  through redemption  payments rather than as per-share  dividends is
reflected for financial  accounting  purposes in the same  Portfolio's net asset
value  per  share.   Thus,  while  the  Fund's  dividend  policy  may  reduce  a
shareholder's  tax  burden on his share of a  Portfolio's  realized  income  and
capital gains, it should not reduce the  shareholder's  total return  (dividends
plus change in net asset value) on his investment.

     Dividends, if any, are paid only once a year, ordinarily in December. Until
paid,  amounts  earmarked for dividends are retained by the Portfolio from which
they are payable and contribute to the  Portfolio's  net asset value and ability
to earn interest,  dividends and gains.  Dividend  payments reduce a Portfolio's
net asset value per share.

     Shareholders  may benefit from the Fund's dividend  policy  described under
"Objectives and Policies," depending upon their personal tax circumstances. This
benefit is reduced by the payment of the  federal  excise tax  discussed  below.
Generally,  the benefits are greater for  shareholders who hold their shares for
longer periods. A shareholder who is accumulating  assets over a period of years
may achieve a higher after-tax return as a result of the Fund's dividend policy,
since  all  of  the  portion  of  his  return  not  distributed,  consisting  of
appreciation  remains  invested in the Fund,  without any  reduction  by current
federal income tax. A shareholder  who redeems  portions of his shares from time
to time also may  achieve a higher  after-tax  return as a result of the  Fund's
dividend policy,  since the appreciation on his remaining shares may continue to
remain  invested  in the  Fund  free of  current  federal  income  tax.  (Such a
shareholder should note, however, that his benefit is achieved by deferring, not
by eliminating,  the payment of taxes;  thus his overall benefit may be small if
he holds his shares for only a few years.)  And, in the case of shares that pass
to a shareholder's  estate or heirs, the potential  federal income tax liability
for previous  appreciation  may be eliminated  entirely through the operation of
federal income tax provisions  that grant a step-up in the tax basis of property
left to an  estate  or heir.  Other  capital  assets  may  provide  similar  tax
advantages but be subject to different risks than an investment in the Fund.

<PAGE>

     Dividends  from net  investment  income and net  short-term  capital  gains
generally will be taxable to  shareholders  as ordinary  income,  even though in
some cases the income will have been earned by the Portfolio before the investor
became a shareholder. Dividends from long-term capital gains, if any are paid by
a  Portfolio,  generally  will be  taxable  to  shareholders  as  capital  gains
regardless of how briefly their shares have been held and regardless of when the
gains were earned by the  Portfolio.  Shareholders  will be sent a statement  no
later than  February 28 of each year showing their total  distributions  (during
the preceding calendar year) from net investment income and capital gains.

     Distributions  may be automatically  reinvested in additional shares of the
same  Portfolio if requested.

     The payor of a dividend  on stock (as the Fund may be) may be  required  to
withhold 31% of any reportable  payments (which may include  dividends,  capital
gains distributions, and redemptions) paid to a noncorporate shareholder if that
shareholder  fails to  provide  the Fund  with a valid  taxpayer  identification
number.   Other   withholding   requirements   may  apply  to  certain   foreign
shareholders.

     The Fund has  incurred and will likely  continue to incur a federal  excise
tax of four percent which is imposed on undistributed  income and capital gains,
if any,  of a  Portfolio.  Undistributed  income to which the excise tax applies
would include amounts,  if any, that the Fund in reliance on the judgment of its
Board of Directors has not timely distributed under Subchapter M of the Internal
Revenue Code.  Such excise tax reduces a Portfolio's  net asset value;  however,
such undistributed  income and capital gain is retained by each Portfolio and is
available to earn further interest, dividends and gains.

     Conversion transactions. Under the provisions added to the Internal Revenue
Code in 1993, all or a portion of any gain on certain "conversion  transactions"
is recharacterized as ordinary income,  rather than capital gain. In the opinion
of the  Fund's  management  and  counsel,  based  on the  provisions'  statutory
language and legislative history,  the provisions on conversion  transactions do
not apply to  investments  in the Treasury Bill  Portfolio or the Versatile Bond
Portfolio.  However,  no  Treasury  Regulations  or  Rulings  have  been  issued
interpreting  these  provisions,  and  it is  therefore  uncertain  whether  the
Internal  Revenue  Service  would agree with this  conclusion.  Accordingly,  it
remains  uncertain  whether  the  gain  that  a  shareholder  recognizes  upon a
redemption  of shares in the  Treasury  Bill  Portfolio  or the  Versatile  Bond
Portfolio will be taxed as ordinary income or as capital gain.

     In any event,  regardless  of the  taxation of any  recognized  gains,  the
provisions  on  conversion  transactions  do not,  in the  opinion of the Fund's
management and counsel, disturb the usefulness of the Treasury Bill Portfolio or
the Versatile Bond Portfolio for deferring recognition of income.

COMPUTATION OF NET ASSET VALUES

     The Fund makes a separate  calculation of each  Portfolio's net asset value
per share at the close of business of the New York Stock Exchange  (usually 4:00
p.m.  Eastern  Time) every day that the Exchange is open for trading  ("business
day").  All requests  received for  purchases  and requests for  redemptions  of
shares in each  Portfolio are executed at a price equal to the  Portfolio's  net
asset value per share as next computed following receipt thereof by the Transfer
Agent.

<PAGE>

     Investments  are valued  primarily at market value on the basis of the most
recent price on the exchange on which they are  principally  traded,  or, if not
available,  by a method  which  the  Fund's  Board of  Directors  in good  faith
believes accurately reflects fair value. If there is no trading in an investment
on a business day, the investment will be valued at the mean between its bid and
asked prices.  Short-term securities are marked to market daily. Gold and silver
are valued at the  closing  spot  price on the New York  Commodity  Exchange,  a
regulated U.S.  commodity  futures  exchange.  Foreign  securities  traded on an
exchange are valued on the basis of market  quotations  most recently  available
from that exchange.  Investments  for which bona fide market  quotations are not
readily available will be valued in good faith by the Fund's Board of Directors.

     Current  net asset  value  information  for the  Fund's  Portfolios  may be
obtained by checking  newspaper  listings under the heading "Perm Port Funds" or
similar abbreviation.

PURCHASE OF SHARES FROM THE FUND

     Shares  in the  Permanent  Portfolio,  the  Treasury  Bill  Portfolio,  the
Versatile  Bond Portfolio and the  Aggressive  Growth  Portfolio are offered for
sale continuously by the Fund.  Investors may purchase such shares directly from
the Fund without payment of commission or sales load.

     The minimum initial investment in any Portfolio is $1,000. Shareholders may
make  additional  investments  at any  time  in  minimum  amounts  of  $100  per
Portfolio. All requests for purchases of shares accompanied by payment therefore
are  effected at a price  equal to the net asset  value per share next  computed
after receipt of the properly completed request by the Transfer Agent.

     Initial investment in the Fund. After reading this entire  Prospectus,  new
investors  should  complete  and  sign  the  accompanying   Shareholder  Account
Application. Mail the application,  together with a check or money order payable
through a U.S.  bank for the amount of your  initial  investment,  to  Permanent
Portfolio Family of Funds,  Inc., c/o Chase Global Funds Services Company,  P.O.
Box 2798, Boston, Massachusetts 02208. (If you use an overnight delivery service
other than U.S. mail,  send your  Application  and check to Permanent  Portfolio
Family of Funds,  Inc.,  c/o Chase Global  Funds  Services  Company,  73 Tremont
Street, Boston,  Massachusetts 02108.) Please make your investment check payable
to "Permanent Portfolio Family of Funds, Inc."

     Additional  investments  by mail.  After your initial  investment  has been
accepted,  you will receive a confirmation of your purchase. A form which should
be used to make  additional  purchases by mail will accompany the  confirmation.
(It will not be necessary to fill out another Shareholder  Account  Application,
even if you are  investing  for the first  time in  another  Portfolio.)  Please
indicate clearly the Portfolio or Portfolios in which the additional  investment
is to be made.

     Additional investments by wire. Another way to add to your investment is by
bank wire.  To do so, send a bank wire to: State Street Bank and Trust  Company,
Boston, Massachusetts,  ABA#011000028;  Attention: Permanent Portfolio Family of
Funds,  Inc.,  Account  #53839882.  The bank wire must include your  Shareholder
Account  number and a message  indicating  that you wish to make a purchase in a
specific  Portfolio(s) in the stated amount(s).  (Your initial investment in the
Fund  cannot be made by bank  wire.)  Your bank may assess a charge for use of a
bank wire.

     Automatic investment program.  Shareholders may add systematically to their
investment in any of the Fund's  Portfolios by enrolling in the Fund's Automatic
Investment Program. See "Shareholder  Account Services and  Privileges-Automatic
Investment Program."

     If a shareholder sends money to the Fund without clearly  indicating how it
is to be invested,  the Fund's  policy is to treat the money as an investment in
the Treasury Bill Portfolio.

The Fund reserves the right to reject investments in part or in whole.

REDEMPTION OF SHARES BY THE FUND

     Shareholders may redeem all or some of their shares in any Portfolio.

     Subject to the  limitations  noted below,  requests for redemption  will be
accepted on any business day. The price paid to the redeeming shareholder is the
Portfolio's  net asset  value per  share  next  computed  after  receipt  by the
Transfer Agent of the properly completed redemption request.

     Redemption requests must be accompanied by share  certificates,  if issued,
and must be sent to the Transfer Agent. The Fund may refuse redemption  requests
not made in the proper manner.

<PAGE>

Written Redemption Requests

     Normally the shareholder's  signature on a written  redemption request (and
on the  share  certificate,  if  issued)  must  match  exactly  the  name on the
Shareholder Account and must be guaranteed by an eligible guarantor institution.
Eligible  guarantor  institutions  include  banks,  trust  companies,   brokers,
dealers,  municipal or government securities brokers or dealers,  credit unions,
national securities  exchanges,  registered  securities  associations,  clearing
agencies  or  savings  associations,  provided  that they are  members  of STAMP
(Securities  Transfer  Agents  Medallion  Program).  Signature  guarantees  from
institutions that are not STAMP members and  notarizations  from Notaries Public
will not be accepted. (Shareholders may verify that a guarantor institution is a
member  of  STAMP  by  contacting  the  STAMP  administrator,  Kemark  Financial
Services,  at (800) 348-2724,  or the Transfer  Agent.) The signature  guarantee
must be in proper form and undated.  For protection of the  shareholder  and the
Fund, additional  documentation may be required for redemption of shares held in
corporate, partnership, trust or fiduciary accounts.

     However,  by completing the appropriate  section of the Shareholder Account
Application  ("Redemption by Telephone and Without Signature  Guarantee," of the
Application),  an investor may authorize the Fund to honor  redemption  requests
without signature guarantee. The lack of the signature guarantee does not render
the Fund  responsible  for the  authenticity  of the  signature  or of telephone
redemption requests. While the Fund will employ reasonable procedures to confirm
telephone  instructions,  such as verification of certain  information  with the
caller,  the  investor  will bear the risk of loss from any such request that is
unauthorized. Such a redemption request would be processed as though it had been
made by telephone (see below),  and the cash proceeds would be sent by check or,
if requested, by bank-to-bank wire to the shareholder's bank account.

     Investors  who  wish to  avoid  the  possible  inconvenience  and  delay of
obtaining  an  acceptable   signature   guarantee  should   carefully   consider
authorizing the Fund to accept redemption requests without signature  guarantee.

Telephone Redemption Requests

     A shareholder  who has  authorized  the Fund to honor  redemption  requests
without  signature  guarantee  may  submit  redemption  requests  by  telephone.
Telephone  requests are made by calling the Transfer Agent at  (800) 341-8900 or
(617) 557-8000.  Unless  applied to the purchase of shares in another  Portfolio
(see "Shareholder Account Services and Privileges - Portfolio  Switching"),  the
cash  proceeds of  redemptions  requested by  telephone or in writing  without a
signature  guarantee will be sent by check, via first-class mail. As an optional
alternative,  the  redeeming  shareholder  may request that the cash proceeds be
sent by  bank-to-bank  wire.  Whether  remitted  by check or by bank  wire,  the
redemption  proceeds will be addressed only to the shareholder's U.S. commercial
bank account (not to an account at a savings bank, savings and loan association,
credit union or other thrift institution).

     If the redeeming shareholder requests a wire transfer, the Transfer Agent's
bank will charge the  shareholder  its customary fee for a wire transfer,  which
currently is $8. The fee will be deducted from the proceeds of the redemption. A
shareholder  should  ascertain  and verify  that his bank will accept a "federal
funds" wire transfer before requesting that the proceeds of a redemption be sent
by bank wire.  Failure to do so may result in delay in receiving the  redemption
proceeds  and  in  additional  bank-wire  fees  which  will  be  charged  to the
shareholder.

     No  telephone   requests  will  be  honored  to  redeem  shares  for  which
certificates have been issued and are outstanding.

     Telephone  redemptions  of shares held in an IRA Plan will be accepted only
if the proceeds are to be applied to the purchase of shares in another Portfolio
or are otherwise to be reinvested  within the Fund's IRA Plan. See  "Shareholder
Account Services and Privileges - Portfolio Switching."

Redemption Limitations

     The  Fund  ordinarily  will  honor  a  valid  redemption   request  at  the
Portfolio's  net asset  value per  share  next  computed  after  receipt  by the
Transfer Agent of the properly completed redemption request, and by law must pay
it within seven calendar days following the  redemption.  However,  the Fund may
delay payment of a request to redeem shares purchased by check until the Fund is
certain that the check has cleared,  which may take up to 15 calendar days after
<PAGE>

the issuance of the shares.  A  shareholder  may avoid this delay by  purchasing
shares with a cashier's check.  Shares for which  certificates  have been issued
may not be redeemed  until the  certificates  have been returned to the Transfer
Agent.  Neither the Fund, the Investment Adviser, the Transfer Agent, nor any of
their agents is responsible for losses sustained by a shareholder as a result of
their acting on any authorized instruction or authorization on the shareholder's
Shareholder  Account  Application or otherwise in connection  with redemption of
his shares in the Fund.

     The right to redeem may be limited or suspended by the Fund, or the payment
date  postponed,  for any period  during  which the New York Stock  Exchange  is
closed or during any  emergency  or other  period for which the  Securities  and
Exchange Commission has permitted or required a suspension for the protection of
shareholders.

     The Fund may redeem an investor's  shares in any Portfolio at any time that
the value of the  shares is less than $500  other than by reason of a decline in
their net asset  value.  The Fund will  notify such an investor at least 30 days
prior to effecting such a redemption.

SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

     When  an  investor  makes  his  initial  investment  in one  of the  Fund's
Portfolios,  a Shareholder Account is opened in accordance with his application.
Subsequent  investments by the shareholder in any Portfolio will be added to his
same  Shareholder  Account.   Fund  shareholders  will  receive  a  confirmation
statement  showing each transaction in their Shareholder  Account,  along with a
summary of the status of the account as of the  transaction  date. A shareholder
may  inquire  about  his  Shareholder  Account  by  mail  or by  telephone.  See
"Custodian,   Transfer  Agent  and  Dividend-Disbursing  Agent."  Investors  who
purchase or redeem shares in the Fund through a  broker-dealer  may be charged a
transaction fee by the broker-dealer,  who may place such orders by telephone in
accordance with the Fund's procedures.

     Certain  optional  services and privileges are available with a Shareholder
Account,  as described below.  Some of the services involve a fee; a shareholder
will incur the fee only if he uses the  service.  Shareholders  who do not use a
particular  service  do not bear  the cost of  providing  the  service  to other
shareholders.

Automatic Investment Program

     The Fund's Automatic  Investment  Program allows  shareholders to invest in
any  portfolio  on  a  regular  schedule.  To  participate  in  the  Program,  a
shareholder  should  complete an Automatic  Investment  Program  enrollment form
which authorizes the Transfer Agent to deduct a specified dollar amount from the
shareholder's  checking  account  (minimum  investment  $100 per Portfolio  each
month) and apply that amount to purchase shares in the Portfolio selected by the
shareholder. These deductions may be scheduled for either the 1st or the 15th of
each month.  The Program is free of charge and is available to  shareholders  in
all of the Fund's Portfolios; the costs of administering the Program are paid by
the Investment  Adviser.  Shareholders  in the Fund's IRA Plan are also eligible
for the Automatic  Investment  Program.  An Automatic  Investment Program may be
terminated or suspended at any time by the shareholder or by the Fund.

Portfolio Switching

     Shareholders may redeem shares in one Portfolio and  simultaneously  invest
the proceeds in another Portfolio. Such a transaction would constitute a taxable
event  to  the  shareholder.  By  completing  the  appropriate  section  of  the
Shareholder Account Application ("Portfolio Switching (Exchange)"),  an investor
may authorize the Fund to accept Portfolio  switching  instructions by telephone
and in writing without a signature  guarantee.  Each Portfolio Switch is subject
to a charge of $5 by the Fund's Investment Adviser. If you are unable to execute
a  Portfolio Switch  by  telephone, you should  consider sending  your Portfolio
Switch request by mail.

     An individual who has both a regular Shareholder Account and an IRA Plan in
exactly  the same name may use a  Portfolio  Switch to  redeem  shares  from his
regular  account  and  purchase  shares  in his IRA  Plan.  An IRA  contribution
effected in this manner is subject, for federal income tax purposes, to the same
conditions and limitations that apply to all IRA contributions generally.
<PAGE>

Automatic Reinvestment

     A shareholder may request that all dividends,  including  distributions  of
long-term  capital  gains,  be  automatically  reinvested  in shares of the same
Portfolio.

     A  shareholder's  tax liability for dividends is not reduced by reinvesting
dividends  (whether  through the  Automatic  Reinvestment  Plan or otherwise) in
additional Fund shares.

Systematic Withdrawal Program

     An investor whose Shareholder  Account totals at least $5,000 may establish
a Systematic Withdrawal Program under which shares with a value predesignated by
him (but at least $100) are automatically  redeemed either monthly or quarterly.
Withdrawal  payments  ordinarily  will be mailed within five business days after
the end of the withdrawal period.

     Systematic  Withdrawal  Program  payments  are  financed  by the  automatic
redemption from the  Shareholder's  Account of the necessary number of shares to
pay the  shareholder the amount of cash  requested.  Redemptions  ordinarily are
made on the 3rd  business  day of the month.  Because  the prices of Fund shares
fluctuate,  the  number of shares  redeemed  to  finance  Systematic  Withdrawal
Program payments of a given amount will vary from payment to payment.

     If a shareholder  owns shares in more than one Portfolio,  he may designate
the Portfolio from which the redemptions under a Systematic  Withdrawal  Program
will be made.

     A Systematic Withdrawal Program may be terminated or suspended at any time,
either by the  shareholder  or by the  Fund.  No  separate  charge is made for a
Systematic  Withdrawal Program; the costs of administering the Program are borne
by the Investment Adviser.

Individual Retirement Account Plan

     Eligible  taxpayers  may  contribute up to $2,000 per year of income earned
from wages,  salary and  self-employment  to an  Individual  Retirement  Account
("Traditional IRA"). Such annual  contributions  generally are deductible by the
taxpayer in computing his adjusted gross income for federal income tax purposes,
if he does not  participate in an employer  sponsored  retirement plan or if his
adjusted gross income does not exceed certain limits. All investment earnings in
a Traditional IRA accumulate tax free until withdrawn, usually at retirement. In
addition,  deductible  contributions  can be made to a  Traditional  IRA for the
non-employed  spouse of a person  who is  employed.  With  certain  limitations,
amounts withdrawn from a Traditional IRA or received as a lump-sum  distribution
from a  corporate  pension  or  profit-sharing  plan or from a Keogh plan can be
rolled over without tax into a new IRA account.

     Also,  a  Traditional  IRA  may be  used in  connection  with a  Simplified
Employer Pension Plan ("SEP") maintained by a taxpayer's employer.

     In addition,  beginning January 1, 1998,  eligible taxpayers may contribute
up to $2,000 per year of income earned from wages, salary and self-employment to
a Roth  Individual  Retirement  Account  ("Roth  IRA").  Under a Roth  IRA,  the
earnings  and  interest  on an  individual's  nondeductible  contributions  grow
without  being taxed,  and  qualifying  distributions  are  generally  tax-free.
Additionally,  unlike  a  Traditional  IRA,  there  is no  rule  against  making
contributions to a Roth IRA after turning age 70 1/2, and there's no requirement
to begin making minimum  withdrawals at that age. A Roth IRA can be used instead
of a Traditional IRA, to replace an existing Traditional IRA, or to complement a
Traditional IRA.

     Under the terms of the Fund's IRA Plan (including both Traditional and Roth
IRAs),  contributions are invested in shares of the Portfolio(s) selected by the
shareholder,  and all dividends and  distributions  are reinvested in additional
shares of the same Portfolio(s).

     State Street Bank and Trust Company,  Boston,  Massachusetts  (which is the
Custodian of the Fund's assets) acts as custodian for each  Shareholder  Account
opened  under  an IRA  Plan  and  charges  the  fees  described  in the IRA Plan
materials which are available upon request to the Investor's Information Office.

     Shareholder   services  available  with  a  regular   Shareholder   Account
(including   Automatic  Investment  Program,   Portfolio  Switching,   Automatic
Reinvestment and Systematic  Withdrawal  Program) are also available with an IRA
Plan, but subject to such  limitations as the Fund or the IRA Plan custodian may
impose from time to time,  and subject to a separate  account  maintenance  fee.
<PAGE>

Shares held in an IRA Plan may not be  redeemed by means of a check  redemption,
nor may they be redeemed by telephone except as part of a Portfolio Switch.

Check Redemptions - Treasury Bill Portfolio and Versatile Bond Portfolio Only

     Investors who have  completed the  appropriate  section of the  Shareholder
Account  Application  ("Redemption  by Check") may redeem shares in the Treasury
Bill Portfolio or in the Versatile Bond Portfolio by writing a redemption check,
as explained  below.  Such checks may be deposited by a shareholder in his local
bank account or used to make payments to third parties.

     A book of  personalized  checks drawn on Chase Manhattan Bank, N.A. will be
sent upon request to a shareholder  maintaining a regular  Shareholder  Account.
The  checks  will be  preprinted  for use  with  the  Portfolio  for  which  the
shareholder requests check redemption.  (Shareholders wishing to write checks on
both  Portfolios  will be provided  with two separate  books of checks.)  When a
check  signed by the  shareholder  is presented  for payment by Chase  Manhattan
Bank, N.A., the Fund redeems a sufficient number of the shareholder's  shares in
the appropriate Portfolio to pay the check. Please note that a check can be used
to redeem shares only in the Portfolio preprinted on the face of the check.

     Shares for which  certificates  have been  issued and not  returned  to the
Transfer  Agent may not be  redeemed  by check!  Please do not write  redemption
checks for which insufficient shares are available; such checks will be returned
unpaid,  and your Shareholder  Account will be charged a "bad check" fee of $25.
Neither  the Fund  nor its  Investment  Adviser  or  Transfer  Agent  bears  any
responsibility  in regard to the payment or non-payment of redemption  checks by
Chase Manhattan Bank, N.A.

     The check  redemption  privilege is offered by the Fund as a convenience to
its  shareholders.  There is no limit to the number of checks a shareholder  may
write, nor is any minimum check amount required.  However, check redemptions are
not intended to be used as a substitute for a bank checking account. The fee for
each check  redemption  is $1, which is  collected  by  redeeming an  additional
fraction of a share from the Shareholder's Account.

     Shares  held  in an IRA  Plan  may  not be  redeemed  by check  redemption.

Limitations

     The Fund's management has designed the foregoing services and privileges in
accordance with its intention to provide its  shareholders  with a flexible tool
for their  investing.  However,  the Fund reserves the right to limit or suspend
check  redemption,   automatic   investment,   portfolio  switching,   automatic
reinvestment or systematic withdrawal services at any time without notice.

SERVICE CHARGES

     Each shareholder pays the Fund's Investment Adviser an account  maintenance
fee of $1.50 per month, whether he invests in one or in more than one Portfolio.
No additional fee is charged for an IRA Plan Account maintained by a shareholder
who also  maintains a regular  Shareholder  Account in exactly the same name and
address.

     At the  shareholder's  option,  the  fee  may be paid  annually  by  check.
Otherwise,  the fee is  collected  once a year,  usually in  December,  from any
dividends  payable  to the  shareholder.  If  the  shareholder's  dividends  are
insufficient to pay the fee, the Fund will redeem a sufficient  number of shares
to pay the remaining  amount,  redeeming first from the Treasury Bill Portfolio,
next from the Permanent Portfolio,  next from the Versatile Bond Portfolio,  and
lastly from the  Aggressive  Growth  Portfolio.  If a  shareholder  invests both
through a regular  Shareholder  Account and also  through an IRA Plan Account in
exactly  the same  name and with the same  Social  Security  number,  and if the
shareholder does not pay the fees for the two accounts separately by check, they
will be collected first from dividends on, and/or  redemption of, shares held in
the regular Shareholder Account rather than by drawing on the IRA Plan Account.

     Any accrued but unpaid account  maintenance  fee will be collected from the
amount owed to a shareholder who closes his Shareholder Account during the year.

     The  account  maintenance  fee  offsets a portion  of the  recurring  costs
associated with maintaining each Shareholder  Account.  Such costs could include
charges  by the  Fund's  Transfer  Agent  for  shareholder  accounting  and data
<PAGE>

processing;  printing of the Fund's annual and interim financial reports sent to
shareholders;  printing of  shareholder  proxy  materials and the  tabulation of
shareholder  proxies  not  deemed  extraordinary  expenses  as  defined  by  the
Contract;  postage associated with mailing reports,  shareholder  statements and
other  materials to  shareholders;  and costs of maintaining the "800" telephone
lines  to  the  Transfer  Agent  and  the  Investor's  Information  Office.  The
Investment Adviser  collected a total of $92,602 in account  maintenance fees in
the last fiscal  year,  which is less than the  Investment  Adviser paid for the
recurring  costs  referred to above.  The Investment  Adviser  believes that the
amounts  paid by it for such costs  were  lower than those  which the Fund might
have paid to obtain comparable services from unaffiliated parties.

     All mutual funds incur similar  expenses.  Most funds pay them directly,  a
practice  which  reduces their  shareholders'  net  investment  income per share
and/or  net  asset  value  per  share.  The  Fund,  however,  asks  each  of its
shareholders  to pay an  account  maintenance  fee in order  to  avoid  any such
reduction in net income or net asset value per share.

     For an investor,  account  maintenance  fees generally are a tax-deductible
investment expense, subject to  the general limitations  on the deductibility of
such expenses.

     The Investment  Adviser charges each investor a one-time  account  start-up
fee of $35. An investor pays this fee only once, even if he invests in more than
one  Portfolio,  and even if he maintains both an IRA Plan Account and a regular
Shareholder Account with the Fund in exactly the same name and address. This fee
is deducted from the investor's initial investment and will be deducted a second
time only if a former shareholder opens a new Shareholder Account.

     The one-time account start-up fee offsets a portion of the costs associated
with establishing an account for each shareholder. The Fund's Board of Directors
considers  that the  amount of such fee is lower  than that which the Fund might
have paid to obtain comparable services from unaffiliated parties.

     A  current  shareholder  may  invest in one or more  additional  Portfolios
without incurring an additional account start-up fee.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT

     The  Fund's   custodian  is  State  Street  Bank  and  Trust  Company  (the
"Custodian"), located in Boston, Massachusetts.

     The Fund's  transfer  agent and  dividend-disbursing  agent is Chase Global
Funds Services Company (the "Transfer Agent"),  telephone number  (800) 341-8900
or  (617) 557-8000.  The  Transfer  Agent's  primary  offices  are located at 73
Tremont Street, Boston,  Massachusetts 02108. Correspondence should be addressed
to P.O. Box 2798, Boston, Massachusetts 02208.

REPORTS

     The Fund sends its shareholders financial statements, including a report of
each Portfolio's  investment holdings,  every six months. The Fund's fiscal year
ends on January 31.  Further  information  about the  performance of the Fund is
contained in the Fund's Annual Report to Shareholders for the year ended January
31, 2000.  The report of Tait,  Weller & Baker on the  aforementioned  financial
statements  and financial  highlights  contains an  explanatory  paragraph  that
states  that the  Securities  and  Exchange  Commission  is  involved  in public
administrative and  cease-and-desist  proceedings  against the Fund's Investment
Adviser and one (formerly two) of the Fund's  directors and officers.  A copy of
the  Annual  Report  to  Shareholders  is  available  without  charge  from  the
Investor's Information Office.

     Tait,  Weller & Baker has been  selected by the Board of  Directors  as the
independent auditors of the Fund for the fiscal year ending January 31, 2001.

Advertising

     From  time to time the Fund may  advertise  its  yield or total  return  in
accordance with applicable federal securities regulations,  See "Calculations of
Performance  Data" in the SAI for a discussion  of how yield and total return is
calculated.
--------------------------------------------------------------------------------
No Person is authorized to give any information  or to  make any  representation
not  contained in  this  Prospectus in  connection  with  the matters  described
herein.  If given or made, such information or representation must not be relied
upon as having been authorized.
<PAGE>


     Investment Adviser                                         THE
             World Money Managers                            PERMANENT
             Terry Coxon, General Partner                    PORTFOLIO
             Petaluma, California                         Family of Funds

     Consultants to the Fund
             Harry Browne
             Douglas Casey

     Transfer Agent
             Chase Global Funds Services Company
             Boston, Massachusetts

     Custodian
             State Street Bank and Trust Company
             Boston, Massachusetts


Additional information about the Fund's investments
is available in  the Fund's Annual  and Semi-Annual
Reports  to  shareholders.  In  the  Fund's  Annual
Report, you  will  find a  discussion of the market
conditions  and  investment  strategies   that sig-            including
nificantly  affected  the Fund's performance during
this  last  fiscal  year.  The Fund's  Statement of       Permanent Portfolio,
Additional  Information   ("SAI"),  which  has been          (Symbol PRPFX)
filed  with the  Securities and Exchange Commission
("SEC"), also provides additional information about     Treasury Bill Portfolio,
the  Fund  and is  incorporated herein by reference          (Symbol PRTBX)
(a legal part of this Prospectus).
                                                        Versatile Bond Portfolio
Information  about  the  Fund  (including  the  SAI)         (Symbol PRVBX)
can  be  reviewed  and  copied  at the SEC's Public
Reference  Room  in  Washington,  D.C.  Information               and
on  the  operation of  the  Public  Reference  Room
may be obtained by calling the SEC at (202)942-8090  Aggressive Growth Portfolio
Reports  and  other information  about the Fund are          (Symbol PAGRX)
available on   the  EDGAR  Database  on  the  SEC's
Internet  site   at  http://www.sec.gov and  copies
                     ------------------
of this information  may  be obtained, upon payment
of a duplication fee, by  electronic request at the
following   e-mail   address:   [email protected],
                                ------------------
or  by writing the  Public Reference Section of the
SEC, Washington, D.C. 20549-0102

To  obtain  a copy  of the Fund's SAI or Annual and
Semi-Annual  Reports  free  of  charge,  to request
other  information   about  the  Fund,  or  to make
shareholder inquiries, please write or call:

      Investor's Information Office                           Prospectus
   P.O. BOX 5847, Austin, Texas 78763
            (800) 531-5142
                 or                                   (Investment Company Act
  (512) 453-7558 - FAX (512) 453-2015                    File No. 811-3379)


<PAGE>


STATEMENT OF                                                        May 30, 2000
ADDITIONAL
INFORMATION







                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                 625 Second Street * Petaluma, California 94952




    This Statement of Additional  Information (the "SAI") of Permanent Portfolio

Family of Funds,  Inc.  (The "Fund") is not a  prospectus  and should be read in

conjunction with the Fund's  Prospectus  dated May 30, 2000 (the  "Prospectus").

The Prospectus and the Fund's Annual Report to Shareholders for the year ended

January  31, 2000 may be obtained  without  charge by request to the  Investor's

Information Office, P.O. Box 5847, Austin, Texas 78763.


    The Fund's Permanent Portfolio reserves a limited right to redeem its shares

in  kind in  certain  circumstances,  as  explained  herein  under  the  heading

"REDEMPTION OF SHARES BY THE FUND - IN-KIND REDEMPTIONS."


<PAGE>
--------------------------------------------------------------------------------
                               TABLE OF CONTENTS
--------------------------------------------------------------------------------


OBJECTIVES AND POLICIES.......................................................1
    The Four Portfolios.......................................................1
    Investment Strategy.......................................................1
        Permanent Portfolio...................................................1
        Treasury Bill Portfolio...............................................2
        Versatile Bond Portfolio..............................................2
        Aggressive Growth Portfolio...........................................3
    Investment Categories.....................................................4
    Illiquid Investments......................................................6
    Offsetting and Indirect Investments.......................................7
    Strategic Portfolio Adjustments..........................................13
    Investment Restrictions..................................................13
ORGANIZATION AND MANAGEMENT..................................................15
    Fund History.............................................................15
    Investment Adviser.......................................................16
    Board of Directors.......................................................17
    Directors and Officers...................................................18
    Share Ownership..........................................................18
    Code of Ethics...........................................................18
    Compensation.............................................................18
CONSULTANTS..................................................................19
DISTRIBUTIONS AND TAXES......................................................19
    Foreign Taxes............................................................20
COMPUTATION OF NET ASSET VALUES..............................................20
PURCHASE OF SHARES FROM THE FUND.............................................21
REDEMPTION OF SHARES BY THE FUND.............................................22
    Redemption Limitations...................................................22
    In-Kind Redemptions......................................................22
    In-Kind Redemption Requests..............................................23
    Tax Consequences of In-Kind Redemptions..................................24
PORTFOLIO TRANSACTIONS AND BROKERAGE.........................................24
TRANSFER AND DIVIDEND-DISBURSING AGENT.......................................25
CUSTODIAN....................................................................25
GENERAL INFORMATION..........................................................26
    Capitalization...........................................................26
    Income Equalization Accounting...........................................26
    Calculations of Performance Data.........................................26
    After-Tax Returns........................................................28
FINANCIAL STATEMENTS.........................................................29

<PAGE>

OBJECTIVES AND POLICIES

The Four Portfolios

     The Fund has four separate  portfolios  (the  "Portfolios"),  the Permanent
Portfolio,  the Treasury Bill  Portfolio,  the Versatile  Bond Portfolio and the
Aggressive Growth Portfolio.

     The Permanent Portfolio invests a fixed Target Percentage of its net assets
in gold, silver, Swiss franc assets,  stocks of real estate and natural resource
companies,  aggressive  growth  stocks and dollar  assets such as U.S.  Treasury
bills, notes and bonds. The Permanent  Portfolio's  objective is to preserve and
increase the purchasing power value of its shares over the long term.

     The Treasury Bill Portfolio  invests in short-term U.S. Treasury bills, and
may also invest in U.S. Treasury bonds and notes having a remaining  maturity of
thirteen  months or less.  The  Portfolio's  objective  is to earn high  current
income for the Portfolio, consistent with safety of principal.

     The  Versatile  Bond  Portfolio  invests  in  a  diversified  portfolio  of
short-term  corporate  bonds  rated  "A" or  higher by  Standard  & Poor's.  The
Portfolio's  objective is to earn high current income for the  Portfolio,  while
limiting risk to principal.

     The Aggressive  Growth Portfolio  invests in U.S. stock market  investments
selected for high profit potential.  The Aggressive Growth Portfolio's objective
is to achieve high, long-term appreciation in the value of its shares.

     Solely for the  purpose of holding  overnight  cash  balances  (but not for
investment  purposes),  the Fund may hold investments up to 7 days in short-term
U.S.  Treasury  securities or repurchase  agreements with  commercial  banks and
securities broker-dealers,  in amounts ordinarily not to exceed 3% of the Fund's
net assets,  or 4% if the  repurchase  agreement is entered into with the Fund's
Custodian, State Street Bank and Trust Company.

Investment Strategy

     Permanent Portfolio

     The Permanent  Portfolio's  investment  policies reflect the opinion of the
Fund's  management  that it is impossible to forecast  inflation  rates or other
economic  events with a high degree of  reliability  and that only investors who
are willing to embrace a high degree of risk  should act on such  forecasts.  An
investment  vehicle such as the  Permanent  Portfolio,  whose goals  include the
preservation of purchasing power,  should  acknowledge a broad range of economic
possibilities  and,  in order to preserve  purchasing  power over the long term,
should  incorporate  investments  for each of them. In the opinion of the Fund's
management, economic possibilities for the future are limited to the following:

1.   Rising inflation.  From 1960 through 1980 the rate of inflation  generally,
     with intermittent pauses and reversals,  rose. The inflation rate generally
     fell from 1980 through  1999.  The Fund's  management  believes that if the
     pattern  of  rising  inflation  resumes,  the  investments  most  likely to
     appreciate would include gold, silver,  Swiss franc assets and interests in
     real estate and natural resources.  Gold,  silver,  real estate and natural
     resources tend to be profitable  during periods of rising inflation because
     inflation  and the fear of further  inflation  add to  investor  demand for
     assets  whose  values  are  not  denominated  in a  fiat  (non-convertible)
     currency.  Swiss franc assets tend to appreciate  during  periods of rising
     inflation because,  although the Swiss franc is a fiat currency,  the Swiss
     government  traditionally  has acted  with a high  degree of  restraint  in
     permitting the issuance of new currency.  Such restraint is generally taken
     to indicate that a currency will preserve its purchasing power. If the rate
     of inflation  does rise,  the prices of common  stocks (other than those of
     real estate and natural resource companies) and, more especially, of dollar
     assets, are likely to decline.

2.   Abruptly-slowing  inflation.  Most  periods of extended  inflation  in U.S.
     history have been followed by abrupt declines in the rate of inflation and,
     in many  cases,  by  deflation.  The  Fund's  management  believes  that if
     inflation should decline  abruptly (or deteriorate  into a deflation),  the
     investments  most likely to  appreciate  would  include  previously  issued
     dollar assets such as U.S.  Treasury  securities,  since  interest rates on
     newly  issued  dollar  investments  of these  types tend to decline  during
     periods of declining  inflation,  thus  increasing  the value of previously
     issued  securities.  If the rate of inflation does decline abruptly,  it is
     likely that gold,  silver,  Swiss franc assets and most common stocks would
     decline in value.
<PAGE>

3.   Gradually-slowing  inflation.  In the  event  that  the  rate of  inflation
     declines  slowly (a "soft landing") and the economy escapes the trauma that
     has followed most inflations,  the Fund's  management  believes that common
     stocks  would be among  the  investments  most  likely to  appreciate.  The
     results  for stock  market  issues  that tend to rise and fall to a greater
     degree  than the stock  market  as a whole  (the  types of issues  that the
     Fund's  management  attempts  to  identify  and  include  in the  Permanent
     Portfolio's  investment  portfolio as  aggressive  growth  stocks) would be
     especially  favorable.  In the  opinion  of the Fund's  management,  common
     stocks tend to appreciate during periods of gradually  declining  inflation
     because the effective rate of taxation  faced by most operating  businesses
     declines in step with the inflation  rate (due to the  interaction  between
     inflation and the depreciation  allowances  provided for under the Internal
     Revenue Code), and because the occurrence of a soft landing  indicates that
     the  economy  will not  suffer  the  disruption  associated  with an abrupt
     decline in inflation.  If the rate of inflation does decline gradually,  it
     is likely that gold,  Swiss franc  assets and the stocks of real estate and
     natural resource companies would decline in value.

     The Permanent  Portfolio attempts to achieve its objective by maintaining a
combination of investments  whose purchasing power as a whole should hold steady
or increase in the variety of economic  circumstances  listed above.  The Fund's
management  is able to make no assessment as to the current state of the economy
and has no opinion as to the occurrence of any particular  economic  possibility
for the future.

     As indicated above,  the Permanent  Portfolio's  investments  include gold,
silver,  Swiss franc assets,  various stock market issues and dollar assets. The
investment  categories  were  selected  and the Target  Percentages  assigned in
accordance  with  the  Fund's  management's  opinion  of the  volatility  of the
investments,  and their  past and  anticipated  future  performances  in varying
economic  circumstances.  Of course,  the Fund has no control over the manner in
which  particular  investments  respond to changes in economic  conditions.  For
example,  even in an inflationary  climate there may be large-volume  sellers of
gold or  silver  whose  actions  would  tend to  depress  the  prices  of  those
commodities.

     Treasury Bill Portfolio

     The Treasury Bill  Portfolio's  investment  policies reflect the opinion of
the  Fund's  management  that  among  investors'  primary  goals for their  cash
holdings are safety and liquidity plus,  when possible,  a way to reduce the tax
burden  on the  income  that  cash  can earn on money  market  investments.  The
Treasury Bill Portfolio was designed for investors who wish to avoid the risk of
large price declines that can occur in the stock and bond markets and who may be
concerned about the safety of banks, savings institutions and other money market
funds, but who desire tax planning and  check-writing  privileges.  The Treasury
Bill Portfolio  therefore invests only in U.S. Treasury  securities and provides
those  shareholder  services  described  in the  Prospectus  under  the  heading
"Shareholder  Account  Services  and  Privileges,"  and follows the dividend and
tax-planning   policies  described  in  the  Prospectus  under  "Objectives  and
Policies" and "Distributions and Taxes."

     Versatile Bond Portfolio

     The Versatile Bond Portfolio's  investment  policies reflect the opinion of
the Fund's  management  that  short-term  (24 months or less),  investment-grade
(Standard & Poor's ratings of "A" or higher)  corporate bonds  historically have
provided  high  returns  and  their  price  fluctuations  ordinarily  are  mild.
Constructing  a portfolio  from such bonds can be a formula for  achieving  high
current  income  without  bearing  the  serious  risks of buying  junk  bonds or
long-term  corporate,  municipal  or  U.S.  Treasury  bonds.  In  addition,  the
Versatile Bond Portfolio follows the same dividend and tax-planning  policies as
the Fund's other  Portfolios.  The  Versatile  Bond  Portfolio may purchase U.S.
Treasury securities with remaining maturities of two years or less for temporary
cash holdings.
<PAGE>

     Aggressive Growth Portfolio

     The Aggressive Growth Portfolio's  investment  policies reflect the opinion
of the Fund's  management  that the stock  market  has been the most  successful
long-term  investment  since 1926, and that an investor seeking to construct his
own investment  portfolio  should include an investment  whose  profitability is
linked directly to the stock market. The Fund's management  believes that stocks
have been the most  successful  long-term  investment  because stocks  represent
ownership  in the  engines of wealth -  factories,  mines,  airlines,  telephone
systems,   research  laboratories,   publishing  companies,   financial  service
organizations  and other  productive  enterprises  - that turn out the goods and
services  people need and want.  Stock market  investments  have earned the best
profits  because they feed capital to these engines of wealth,  making them even
more productive.

     Stock market  investors,  however,  need caution.  While the stock market's
total  return has been high,  it has not been smooth or steady.  Most stocks are
riskier than bonds or money market  instruments;  and,  unlike gold,  stocks are
vulnerable to inflation. And there is no guarantee that the economic growth that
underlies  long-term stock market profits will continue in the future,  which is
one reason a prudent investor should carefully  consider how much of his capital
to invest in stocks.  Stocks are tightly  linked to the real world of production
and  commerce,  and any shock in the economy  (inflation,  recession,  political
turmoil,  bad news of any kind) can translate into a shock for the stock market.
For an investor who holds only a limited portion of his investment  portfolio in
stocks,  the Fund's management  believes that the stocks that the investor holds
should be  volatile,  the kinds of stocks  whose  prices move faster and farther
than the stock market as a whole.  In addition,  volatile stocks can reduce such
an investor's  portfolio's overall risk by minimizing the share of his portfolio
that needs to be devoted to stocks. With less of his overall portfolio allocated
to stocks,  the investor is less  vulnerable to any single economic event - such
as inflation,  deflation,  or recession - that might be disastrous for the stock
market as a whole.

     The Aggressive Growth Portfolio invests in U.S. companies whose stocks have
been selected for their high, long-term  appreciation potential (higher than for
the stock market as a whole). With such a selection,  when the stock market as a
whole rises, the value of shares in the Aggressive  Growth Portfolio should rise
more.  Of course,  no selection of stocks can be guaranteed to "outrun" a rising
market.  While the Aggressive Growth  Portfolio's  stocks involve more risk than
the average  stock,  especially  when the stock market as a whole is  declining,
they also  offer  greater  potential  reward.  During  bull  markets  in stocks,
volatile  stocks can put the  investor on the "fast  track" to high stock market
prices  because,  in the  opinion  of the Fund's  management,  stocks in general
typically  gain much more  during  periods  when the stock  market as a whole is
rising than they lose  during  periods  that  follow when the stock  market as a
whole is declining.  Therefore,  the Fund's management believes that in the long
term, volatile stocks should outperform other stocks.

     The  Aggressive  Growth  Portfolio is fully invested in the stock market at
all times. It does not take on the unnecessary  risks that come with attempts to
switch in and out of the market.  Its  "fully-invested"  policy  assures that it
will not miss out on a bull market in stocks because it has  mistakenly  decided
to sit on the sidelines.  And the Aggressive  Growth Portfolio  follows the same
dividend and tax-planning policies as the Fund's other Portfolios.

     Investors  in the  following  circumstances  may find  that the  Aggressive
Growth Portfolio can help to achieve their objectives.  An investor who has only
recently begun  investing and has many earning years ahead of him may be willing
to bear  short-term  risks  for his  capital,  in  order to  maximize  long-term
appreciation.  An  investor  whose  wealth  is  mostly  tied up in real  estate,
annuities,  life  insurance,  pension plans or trusts may desire to use any cash
available  for a stock market  investment  in a way that is most  effective.  An
investor who owns  high-yielding  stocks (those that pay high taxable dividends)
may improve his  after-tax  return by replacing  the  high-yielding  issues with
shares in the Aggressive  Growth  Portfolio.  Although this may tend to increase
the short-term  volatility of his stock market  holdings,  the  Portfolio's  tax
planning could permit more of his stock market  profits to be retained,  instead
of being lost to current  taxes,  so that his  capital may grow  faster.  And an
investor who is interested in short-term stock trading may acquire shares in the
Portfolio  whenever he believes  the time is right to invest in stocks,  knowing
that the  Portfolio  is always  fully  invested in stocks and being able to take
advantage  of the fact  that the  Portfolio  invests  only in  volatile  stocks.
Thereby he can maintain a larger  position in the stock market  without  risking
too much of his speculative budget.

Investment Categories

     Dollar  assets.  The  Prospectus  describes the  investment  categories and
Target Percentages of the Fund's Permanent  Portfolio.  As a further elaboration
on the Dollar asset  investment  category,  and for  information  regarding  the
holdings of the Treasury Bill Portfolio and the Versatile Bond Portfolio, please
see the box on the following  page. Any dollar asset is subject to default risk,
that is, the risk that the  issuer's  promise to make  payment will not be kept.
The  Fund's  management  attempts  to  reduce  this  risk to a very low level by
purchasing  high-grade  dollar assets,  i.e., those which, in the opinion of the
Fund's  management,  are secure enough to escape default even under deflationary
economic conditions.  Consequently, the Portfolios do not invest in certificates
of deposit or commercial  paper,  even though the yields on such investments may
be higher than the yields on high-grade dollar assets.  Long-term dollar assets,
and, to a lesser extent,  short-term  dollar assets,  are subject to the risk of
rising  interest  rates.  As rates  rise,  as they tend to do during  periods of
rising inflation, the market values of dollar assets decline. See the discussion
under "Investment  Strategy -  Abruptly-slowing  inflation" above. The degree to
which the Permanent  Portfolio  through its dollar assets is exposed to the risk
of rising  interest rates can be measured by the average length to maturity (the
"term structure") of the Permanent  Portfolio's net dollar assets (the amount of
the Permanent Portfolio's dollar assets reduced by any outstanding  borrowings).
The greater the average  length to maturity,  the greater the risk.  The average
length to  maturity  of the  Permanent  Portfolio's  net dollar  assets will not
exceed 15 years. For purposes of computing the average length to maturity of the
Permanent Portfolio's dollar assets, the following method is used:

     (i)  multiply  the value of each  dollar  asset by the length of time until
          its maturity;

     (ii) compute the sum of the results of (i);

     (iii)from the result of (ii),  subtract  the sum of the amount of each debt
          (including  reverse  repurchase  agreements)  owed  by  the  Permanent
          Portfolio multiplied by the length of time until its repayment is due;

     (iv) divide the result of (iii) by the  Permanent  Portfolio's  average net
          dollar assets.

     Repurchase  agreements.  The Permanent  Portfolio may also hold  repurchase
agreements on the dollar assets described  above.  (The Treasury Bill Portfolio,
the  Versatile  Bond  Portfolio  and the  Aggressive  Growth  Portfolio may also
include  repurchase  agreements  in their  assets.) See the box on the following
page. A Portfolio  would  suffer a loss on a repurchase  agreement if the seller
defaulted  on his  repurchase  obligation  when  the  value  of  the  underlying
investment had declined to less than the agreed upon repurchase  price. In order
to reduce the risk of loss from such  transactions,  a Portfolio will enter into
repurchase  agreements  whose  underlying  investments  are,  in the case of the
Permanent  Portfolio,  the Versatile Bond  Portfolio and the  Aggressive  Growth
Portfolio,  only other  Dollar  assets  (or,  in the case of the  Treasury  Bill
Portfolio,  Treasury securities),  which in the opinion of the Fund's management
present only a very small risk of default. Less than 5% of the net assets of the
Fund during the last fiscal year were subject to repurchase agreements,  and the
Fund intends  that less than 5% of its net assets will be subject to  repurchase
agreements during the current fiscal year.
<PAGE>

--------------------------------------------------------------------------------
                            HIGH-GRADE DOLLAR ASSETS
--------------------------------------------------------------------------------
     U.S. Treasury Bills. Treasury bills are short-term (52 weeks or less) loans
to the U.S. Government. Treasury bills are full-faith-and-credit  obligations of
the U.S.  Treasury  and are  generally  regarded  as  being  free of any risk of
default. Treasury bills are actively traded in the open market. Because of their
short time to maturity, their day-to-day price fluctuations are small.

     U.S.  Treasury Notes and Bonds.  Treasury notes and bonds are long-term (as
long as 30 years) loans to the U.S.  Government.  Like Treasury bills,  they are
full-faith-and-credit  obligations  of  the  U.S.  Treasury  and  are  generally
regarded as free of any risk of default.  Treasury  notes and bonds are actively
traded in the open market. Because of their long maturities, they are subject to
larger day-to-day fluctuations in price than Treasury bills.

     U.S. Government Agency Securities. Short-term notes and long-term bonds are
also  issued  by  various  agencies  of the U.S.  Government  or by  enterprises
sponsored  by the  U.S.  Government,  such  as  the  Federal  National  Mortgage
Association and the Government  National Mortgage  Association.  Most such notes
and bonds are not  full-faith-and-credit  obligations  of the U.S.  Treasury and
generally do not carry a direct guaranty by the U.S. Government itself. However,
because their issuers exist to carry out government  programs,  these securities
are generally regarded as having negligible risk of default.

     High-Grade Corporate Bonds. High-grade corporate bonds are debt obligations
of corporations with a Standard & Poor's rating of "A" or higher and a remaining
time to  maturity  of 24 months or less,  and may  include  corporate  notes and
debentures. Such bonds are not guaranteed by the U.S. Government and are subject
to some risk of default; however, the risk of default generally is considered to
be very low. Such bonds also are subject to price fluctuations caused by changes
in open-market interest rates;  however, such fluctuations are much smaller than
for long-term bonds and are only slightly greater than for U.S.  Treasury bills.
The Permanent  Portfolio may invest in high-grade  corporate bonds which, in the
opinion of the Fund's management, are secure enough to escape default even under
deflationary economic conditions.

     Banker's Acceptances. A banker's acceptance is a postdated check written by
a business (not  necessarily a major  corporation)  that has been "accepted" and
guaranteed by a bank.  Usually,  the postdating is for no more than nine months.
The types of acceptances  which the Permanent  Portfolio would acquire are those
which are actively traded in the open market.

     There are two, often three, guaranties behind a banker's acceptance. First,
the acceptance is an obligation of the bank that has accepted it. Second, if the
accepting  bank should  default on its  obligation,  the business that wrote the
accepted  check  ordinarily  would be  responsible  for  making  payment  to the
investor.  Third,  an acceptance is often secured by a pledge of  merchandise or
other property.  Banker's acceptances are generally regarded as among the safest
of all  privately  issued,  short-term  dollar  assets.  The  Fund's  management
considers banker's acceptances, with their multiple backing, to be significantly
safer than  certificates of deposit,  which represent the obligation of a single
entity.

     Repurchase Agreements.  In a repurchase agreement,  the Permanent Portfolio
buys an investment (the  "underlying  security"),  such as a Treasury bond, that
the  seller  agrees to buy back at a later date for a stated  price.  Repurchase
agreements entered into by the Permanent  Portfolio will generally run for seven
days or less. The Permanent  Portfolio earns interest on the transactions either
in the form of an explicit payment or in the form of a differential  between the
purchase price and the repurchase price.

     Repurchase  agreements may be considered loans to sellers of the underlying
securities, with those securities constituting the collateral for the loans. The
Permanent Portfolio would suffer a loss on a repurchase  agreement if the seller
defaulted on his  obligation to repurchase the  underlying  securities  when the
value of the  securities  had  declined to less than the agreed upon  repurchase
price. In order to reduce the risk of loss from such transactions, the Permanent
Portfolio will enter into repurchase  agreements whose underlying securities are
only U.S. Treasury  securities,  U.S.  Government Agency securities and banker's
acceptances,  which in the opinion of the Fund's management, present only a very
small risk of default.

     The Permanent  Portfolio  generally will enter into  repurchase  agreements
only with banks.  It may enter into a repurchase  agreement with a broker-dealer
provided that the agreement is fully collateralized and "marked to market" daily
(which would  require  sufficient  adjustments  of cash or collateral to be made
each day so that the current  value of the  collateral  is at least equal to the
amount of the loan including accrued interest thereon). Such collateral would be
deposited with the Fund's Custodian.
--------------------------------------------------------------------------------

<PAGE>

     Gold. The Permanent Portfolio will buy and sell gold only to and from banks
(both  U.S.  and  foreign),  regulated  U.S.  commodities  exchanges,  exchanges
affiliated  with a regulated U.S. stock exchange and dealers who are members of,
or affiliated  with members of, a regulated U.S.  commodities  exchange or stock
exchange or approved by the U.S.  Treasury  as  qualified  to purchase  American
Eagle coins from the U.S. Mint, or interests  equivalent  thereto, in accordance
with applicable  investment laws. The Permanent Portfolio will not purchase gold
from any  producer of the metal or in any form that is not  readily  marketable.
However,  to the extent that the Permanent Portfolio actually holds gold bullion
and coins,  it may encounter  higher  storage and  transaction  costs than those
normally associated with the ownership of securities. Gold generates no interest
or dividends, offering only the potential for capital appreciation.

     Silver. The Permanent  Portfolio's silver holdings may include bullion-type
silver coins minted by the U.S. Treasury.

     Swiss franc assets. The Permanent  Portfolio also holds Swiss franc assets.
The  Swiss  franc is  subject  to the risk  that  inflation  (either  actual  or
expected)  will  decrease in the U.S. or rise in  Switzerland.  The price of the
Swiss  franc  is  also  subject  to the  imposition  of  exchange  controls;  to
manipulation by the Federal  Reserve System,  the Swiss National Bank, and, to a
lesser  extent,  by other Swiss  central  banks and  official  agencies;  and to
investment  controls  established  by  the  Swiss  or  U.S.  Government.   While
Switzerland  has  historically  been a politically  stable  nation,  there is no
assurance that the country may not become subject to the risks  discussed  under
"Risk  Factors  and  Special   Considerations  -  Foreign  investments"  in  the
Prospectus.

     Real  estate  and  natural  resource  company  stocks.  Investments  in the
Permanent  Portfolio's  real estate and natural resource company stocks category
are generally common stocks,  but the Permanent  Portfolio may acquire preferred
stocks,  shares of  beneficial  interest  in real estate  investment  trusts and
American  Depository  Receipts  ("ADRs")  on stocks  within this  category.  The
Permanent  Portfolio  will invest in a security in this  category  only if it is
listed on a national  securities  exchange in the United  States,  the principal
exchange of a foreign country, as determined by the Board of Directors, or is an
over-the-counter stock quoted on NASDAQ.

     Aggressive  growth  stocks.   Investments  in  the  Permanent   Portfolio's
aggressive  growth stocks  category,  and  investments in the Aggressive  Growth
Portfolio,  may include stock warrants,  which are long-term options to purchase
shares of stock at a fixed price. Most stock warrants are subject to expiration,
which  causes  their  value to dwindle  with the  passage  of time.  Each of the
Permanent Portfolio's and the Aggressive Growth Portfolio's total investments in
warrants is limited to a value (at the lower of cost or market) not to exceed 5%
of the Portfolio's net assets; and warrants which are not listed on the New York
or American Stock Exchanges may not exceed 2% of the Portfolio's net assets.

     Short-term corporate bonds. Investments in the Permanent Portfolio's dollar
asset category,  and  investments in the Versatile Bond  Portfolio,  may include
short-term  corporate  bonds  rated  "A" or  higher by  Standard  & Poor's  when
acquired  by  the  Portfolio,   but  whose  ratings   subsequently  have  become
downgraded.  Ordinarily  the Portfolio  will sell any  investment  that has been
downgraded below Standard & Poor's "A" rating, but may retain such an investment
if, in the opinion of the Fund's management, the investment still appears secure
enough to escape default even under deflationary economic conditions and if such
investments in the aggregate do not exceed 2% of the Portfolio's net assets.

Illiquid Investments

     The Permanent Portfolio may hold in the aggregate a maximum of 10%, and the
Aggressive  Growth  Portfolio  may hold in the aggregate a maximum of 5%, of its
net assets in  investments  that have no ready market for resale and  securities
for which no readily  available market quotation  exists,  including  repurchase
agreements  maturing in more than 7 days.  For this purpose,  securities of U.S.
issuers are deemed to have no readily  available  market  quotation  if they are
restricted  securities  (securities that must be registered under the Securities
Act of 1933 before  they may be offered or sold to the  public);  securities  of
non-governmental  foreign issuers are deemed to have no readily available market
quotation if they are not listed or traded on a  recognized  domestic or foreign
securities  exchange;  other assets of the Portfolio are deemed to have no ready
<PAGE>

market for resale if, in the opinion of the Fund's Board of  Directors,  no bona
fide  market  exists  for the asset at the time of its  purchase  or  subsequent
valuation.  However,  no investment is counted toward the limit if its bid/asked
spread (on bona fide quotes from  dealers  and  market-makers)  normally is less
than 4%, or if it is subject to a put option  exercisable in 7 days or less or a
forward contract that matures in 7 days or less.

     Such  illiquid  investments  may  include  investments  in a  broker-dealer
subsidiary  of the Fund in  amounts  not to  exceed in the  aggregate  1% of the
Permanent Portfolio's net assets and 2% of the Aggressive Growth Portfolio's net
assets.  The Fund has,  however,  liquidated  and  dissolved  its  broker-dealer
subsidiary World Money  Securities,  Inc., and has no present plans to hold such
investments in the future. Also, see "Investment Restrictions" below.

     If through the  appreciation of restricted  securities and other assets for
which no readily  available  market  quotation or ready market exists or through
the  depreciation of  unrestricted  securities or other assets for which a ready
market does exist,  more than 10% of the Permanent  Portfolio's  net assets,  or
more than 5% of the Aggressive Growth Portfolio's net assets, should be invested
in illiquid assets, then the Fund's management would consider  appropriate steps
to protect its liquidity.  Less than 5% of the Permanent  Portfolio's assets and
less than 5% of the Aggressive Growth  Portfolio's assets during the last fiscal
year were considered to be illiquid investments, and the Permanent Portfolio and
the  Aggressive  Growth  Portfolio  each intends that less than 5% of its assets
will be considered to be illiquid investments during the current fiscal year.

Offsetting and Indirect Investments

     The Permanent  Portfolio,  in carrying out its  investment and tax planning
policies and in maintaining the Target Percentage for each investment  category,
and the  Aggressive  Growth  Portfolio,  in carrying out its  investment and tax
planning policies,  each may write covered call options and purchase put options
on stocks  that it owns,  make short  sales of stocks  that it owns,  and borrow
money and enter into reverse repurchase agreements. The Permanent Portfolio also
may buy and sell gold,  silver and Swiss francs in the forward market (including
through  the  purchase  and sale of futures  contracts).  None of the  Permanent
Portfolio's  assets  during the last fiscal year was subject to or  consisted of
covered call options,  put options,  forward  contracts,  short sales,  borrowed
money or reverse repurchase agreements,  and the Permanent Portfolio anticipates
that none of its assets  will be subject  to or consist of such  investments  or
techniques  during  the  current  fiscal  year.  None of the  Aggressive  Growth
Portfolio's  assets  during the last fiscal year was subject to or  consisted of
covered call  options,  put  options,  short  sales,  borrowed  money or reverse
repurchase agreements, and the Aggressive Growth Portfolio anticipates that none
of its assets will be subject to or consist of such  investments  or  techniques
during the current fiscal year.  Although these devices are commonly  associated
with speculative,  short-term  trading,  each of the Permanent Portfolio and the
Aggressive  Growth  Portfolio is  prohibited  from using them,  and will not use
them,  for such purpose (or in  contravention  of such rules and  regulations or
orders as the Securities and Exchange  Commission may prescribe).  The Permanent
Portfolio  will use  short  sales,  forward  contracts,  put and  call  options,
borrowings  and  reverse  repurchase  agreements  only to  reduce  discrepancies
between the Permanent  Portfolio's actual holdings and the Target Percentages in
instances  where the devices appear to offer an advantage in price or yield over
a direct  purchase or sale of the  underlying  asset,  or for tax planning.  The
Aggressive  Growth  Portfolio will use such devices only in instances where they
appear to offer an advantage in price or yield over a direct purchase or sale of
the underlying asset, or for tax planning.  Each of the Permanent  Portfolio and
the  Aggressive  Growth  Portfolio  expects,  when it uses put and call options,
forward contracts,  and short sales,  actually to make or accept delivery of the
underlying  asset. The Permanent  Portfolio and the Aggressive  Growth Portfolio
would elect not to make or accept  delivery only when so electing  would, in the
opinion of the Fund's management,  achieve an advantage in price,  yield, or tax
planning.  In  such instances, those Portfolios would  enter into an  offsetting
<PAGE>

option  transaction  (selling the put and purchasing the call), or an offsetting
forward transaction (selling or purchasing a forward contract, as the case might
be),  or would  close  out the  short  sale by  purchasing  and  delivering  the
underlying  securities.   Those  Portfolios  generally  would  incur  additional
brokerage  costs in doing so.  The  Permanent  Portfolio  may  engage in forward
contracts  and short sales  outside of the United  States,  which  might  entail
additional  risks.  See  "Risk  Factors  and  Special  Considerations  - Foreign
investments" in the Prospectus.

     As an  example  of how the  Permanent  Portfolio  might use the  strategies
described above, if the Permanent  Portfolio's  actual holdings of gold exceeded
the Target Percentage of 20%, the Permanent Portfolio might enter into a forward
sale for the excess  amount.  The  quantity of gold  subject to the forward sale
then would be counted as an offset  against  the  Permanent  Portfolio's  actual
holdings, and the payment receivable from the forward sale would be counted as a
dollar asset.

     Similarly,  the  Permanent  Portfolio  might  increase  its  position in an
investment  category by making purchases in the forward market. For example,  if
the  Permanent  Portfolio's  actual  holdings  of silver  fell  below the Target
Percentage of 5%, the Permanent  Portfolio  might purchase silver in the forward
market  and count it as silver  owned.  The money  payable  to the  seller  upon
delivery of the silver to the Permanent  Portfolio would be counted as an offset
against  the  Permanent  Portfolio's  holdings  of dollar  assets.

     As a further  example,  the Permanent  Portfolio or the  Aggressive  Growth
Portfolio might use put and call options to effectively reduce its holdings of a
particular stock. Those Portfolios would do so by writing (selling) call options
on the shares of stock  they owned and  simultaneously  purchasing  put  options
(with the same expiration date and striking price) on the same stock. The effect
of the option  transactions  would be  virtually to  eliminate  the  Portfolio's
interest in the price of the stock for the  duration of the  options,  since the
net value of the option  position would (within narrow limits) change dollar for
dollar  with,  but in the  direction  opposite  to,  changes in the price of the
stock.  The combined  dollar value of the stock and the option position would be
approximately  fixed,  but,  due to  competitive  factors in the option  market,
normally would tend to rise gradually over the life of the options. Accordingly,
while the option position remains open, the Permanent  Portfolio would count the
value of the stock together with the option position as a dollar asset.

     The Permanent  Portfolio may borrow money or enter into reverse  repurchase
agreements  in order to reduce its net  holdings  of dollar  assets to the level
called for by the Target  Percentages,  but the  Portfolio  may not and will not
borrow for the purpose of  speculative,  short-term  trading.  The amount of any
borrowing by the Permanent  Portfolio  would be counted as an offset against the
Permanent Portfolio's holdings of dollar assets, and the money borrowed would be
invested to increase  the  Permanent  Portfolio's  holdings in other  investment
categories to the levels called for by the Target Percentages.

     Additional   information  regarding  offsetting  and  indirect  investments
appears below.

     Put and call options.  In exchange for a premium,  the seller (writer) of a
call option  grants to the option  buyer the right,  until a certain  expiration
date, to purchase shares of stock at a fixed price (the striking  price).  For a
speculative trader, the risk assumed by selling a call option is that the market
price of the underlying stock prevailing on the expiration date may be above the
option's striking price. In that case the speculative  option seller (unlike the
Permanent  Portfolio and the Aggressive  Growth  Portfolio,  which would own the
underlying  stock) could be forced to purchase the stock to cover the option and
deliver it to the option buyer.  The  difference  between the option's  striking
price and the  stock's  price in the open market  would  represent a loss to the
option seller.
<PAGE>

     By paying a premium,  the  purchaser  of a put option  acquires  the right,
until a certain  expiration  date,  to sell shares of stock at a fixed  striking
price. For a speculative trader, the risk of purchasing a put is that the market
price of the underlying stock prevailing on the expiration date may be above the
option's  striking price. In that case the option would expire worthless and the
entire amount invested in it would be lost.

     The purchase of a put option  simultaneously with the sale of a call option
(on the same  stock and with the same  striking  price and  expiration  date) is
considered  in economic  effect a short sale of the  underlying  stock;  the net
value of the option  position  tends to change dollar for dollar with,  but in a
direction counter to, the price of the underlying stock. The Permanent Portfolio
or the Aggressive  Growth Portfolio might enter into a short sale,  instead of a
combined option  transaction,  of a particular  stock that it owned if no option
were  available on the stock or if the short sale provided an advantage in price
over a combined option transaction.

     The combined option transaction also involves both the payment of a premium
(for the purchase of the put option) and the receipt of a premium (from the sale
of the call  option).  For a  speculative  trader,  the risk of such a  combined
option  transaction is that the price of the underlying stock will rise. In that
case,  each  one-dollar rise in the price of the stock would result in a loss of
approximately one dollar on the combined option transaction.

     The only type of option  transaction  which the Permanent  Portfolio or the
Aggressive  Growth  Portfolio  may  enter  into  as an  offsetting  or  indirect
investment is the combined  transaction  described in the  preceding  paragraph.
However,  those  Portfolios  will  enter  into such a  transaction  only if they
actually  own the stock to which the options  apply,  and they will  continue to
hold the option  position only while they  continue to hold the stock.  Thus any
loss on a permissible option  transaction should be approximately  equalled by a
gain on the  price  of the  stock.  Consequently  those  Portfolios  will not be
exposed to the risks normally  associated  with the  speculative  use of put and
call options.

     Each of the Permanent  Portfolio and the  Aggressive  Growth  Portfolio has
adopted the following  operating  policies  with respect to option  transactions
used as  offsetting  or indirect  investments,  which may be changed only by the
Fund's Board of Directors:

     *    the  aggregate  value of the  stock  underlying  option  transactions,
          determined  as of the date the  options  are  entered  into,  will not
          ordinarily  exceed 10% and may not exceed 25% of such  Portfolio's net
          assets.  Neither of such Portfolio's net assets during the last fiscal
          year were subject to option transactions,  and each of such Portfolios
          intends  that less than 5% of its net assets will be subject to option
          transactions during the current fiscal year;

     *    the  stock  underlying  the  options  must  be  listed  on a  national
          securities  exchange,  and the  option  must be issued by the  Chicago
          Board Options Clearing Corporation;

     *    the  aggregate  premiums  paid for all put options  purchased  by such
          Portfolio  and held by such  Portfolio at any one time will not exceed
          2% of such Portfolio's net assets;

     *    the  stock  underlying  the  options  must be  qualified  within  such
          Portfolio's investment categories; and

     *    the maximum term of the options will not exceed nine months.

     Any gain (or loss) on stocks liquidated  through such an option transaction
would be recognized in the year the options are exercised. During most months of
the year,  options are available  that do not expire until the  following  year.
Thus,  provided that the holder of the call option which the Permanent Portfolio
or the Aggressive  Growth Portfolio has sold does not exercise it before the end
of the year in which it is written,  the Portfolio  could use a combined  option
transaction to defer  recognition of a capital gain (or loss) into the following
<PAGE>

year. In some cases those Portfolios might want to accomplish such a deferral in
order to offset the gain (or loss) of one stock  position  against  the loss (or
gain) from the sale of other  assets.  In addition,  the net proceeds of a stock
liquidation through a combined option transaction may be greater,  even allowing
for brokerage costs, than through a direct sale.

     The  foregoing  discussion  applies  only to  option  transactions  used as
offsetting or indirect  investments and has no application to the acquisition of
stock warrants by the Permanent  Portfolio or the Aggressive  Growth  Portfolio.
See "Investment Categories - Aggressive growth stocks" in this SAI.

     Forward  contracts.  A forward  purchase  obligates  the purchaser to pay a
fixed price for a commodity (or currency) to be delivered at a fixed date in the
future.  A forward sale is the counterpart of a forward  purchase;  it obligates
the seller to deliver a commodity (or currency) on a fixed date in the future in
exchange for a fixed price.

     Except for futures  contracts (the type of forward  contract that is traded
on a U.S. futures  exchange),  forward  contracts usually are settled in cash at
the contract's  maturity date. A futures  contract,  on the other hand,  usually
involves daily settlement, in cash, of the gain or loss on the commodity's price
each day.  Commodity  futures contracts traded on U.S.  commodity  exchanges are
subject to the regulation of the exchange and of the Commodity  Futures  Trading
Commission  under  the  Commodity  Exchange  Act,  in  order  to  prevent  price
manipulation  and excessive  speculation,  and to promote  orderly and effective
commodity futures markets.  Such regulations may include trading and daily price
limits,  position limits and margin requirements.  Forward contracts with a bank
or dealer  generally  are not secured or  guaranteed  by an  exchange,  clearing
corporation, or similar entity.

     Because it is possible to enter into forward  purchase and sales  contracts
by making an  initial  payment of as little as 5% (or even less) of the value of
the commodity, forward contracts can involve a high degree of risk; even a small
decline in the price of the commodity could result in the loss of most or all of
the cash invested. The Permanent Portfolio, however, will not trade in commodity
forward  contracts;  it will enter into  forward  purchases  only for amounts of
commodities (or Swiss francs) needed to meet the Target Percentages, and it will
enter into forward  sales only for amounts of  commodities  (or Swiss francs) it
actually owns that exceed the Target  Percentages.  Consequently,  the Permanent
Portfolio  will not be subject to the high  degree of risk  associated  with the
speculative use of forward contracts, although each forward transaction,  viewed
in isolation,  would still appear to involve the risks normally  associated with
forward  contracts.   Furthermore,  the  Permanent  Portfolio  has  adopted  the
following operating  policies,  which may be changed only by the Fund's Board of
Directors:

*    the  Permanent  Portfolio  will use forward  contracts  only to acquire and
     dispose  of  actual   commodities  (or  Swiss  francs)  within  the  Target
     Percentages, and not for any speculative purpose;

*    the Permanent  Portfolio  will enter into forward  contracts only through a
     regulated  U.S.  commodity  exchange  or  dealers  who  are  members  of or
     affiliated with members of a regulated U.S. commodity exchange, or with the
     ten  largest  (in assets)  U.S.  banks or ten  largest  (in  assets)  Swiss
     commercial  banks,  excluding  cantonal and savings banks, as determined by
     the Swiss National Bank;

*    the  Permanent  Portfolio's  net assets plus  borrowings  by the  Permanent
     Portfolio and the aggregate price of all commodity  forward contracts owned
     by the Permanent  Portfolio (measured by multiplying the number of units to
     which the contracts  refer by the price per unit  specified)  will equal at
     least 300% of the aggregate price of all commodity  forward contracts owned
     by the Permanent  Portfolio  and any  borrowings.  If the 300%  requirement
     specified above is not being met at any time, the Permanent  Portfolio will
     take the necessary steps to restore the 300% coverage within three business
     days.  Sales of  commodity  forward  contracts in order to comply with this
     300% limitation may have an adverse impact on the Permanent Portfolio;

*    the  Permanent  Portfolio  will  segregate,  and  maintain in a  segregated
     account until the commodity  forward purchase  contract is closed out, cash
     or U.S. government securities equal in value to the purchase price required
     to be paid by the Permanent  Portfolio due on the settlement date under the
     contract;
<PAGE>

*    the  Permanent   Portfolio  will  not  invest  (including  the  placing  of
     additional  margin  deposits)  more than twice the  amount of the  original
     margin deposit in any commodity forward contract; and

*    the Permanent Portfolio will not invest in, or be contingently obligated in
     connection  with,  commodity  contracts in an amount  exceeding  10% of its
     assets.

     The assets  maintained  in the  segregated  account  referred to above will
continue to be treated as dollar  assets for purposes of the Target  Percentages
until the settlement date under the contract.

     The Permanent  Portfolio did not engage in any forward contracts during the
last fiscal year, and does not intend to engage in any forward  contracts during
the current fiscal year.

     Short sales.  A short sale  obligates the seller to deliver a security at a
later, perhaps indefinite,  date. In return, the seller receives a price that is
fixed on the date of the sale.  For a speculative  trader,  the risk of making a
short sale is that the price of the security will rise, forcing the short seller
to purchase the security at a higher price than he receives from the short sale.
In principle, the potential loss is unlimited,  since there is no absolute limit
on how high an investment's price might rise.

     Each of the Permanent  Portfolio and the Aggressive  Growth  Portfolio will
enter into short sales only of stocks which it  contemporaneously  owns,  and it
will retain such stocks so long as the short  position  remains open.  (In other
words,  those  Portfolios  will  enter  into  short  sales  "against  the box.")
Consequently,  those Portfolios will not be exposed to the risks associated with
the  speculative  use of short sales.  Neither the  Permanent  Portfolio nor the
Aggressive  Growth  Portfolio  entered  into short sales  during its last fiscal
year,  nor intends to enter into short sales  during its  current  fiscal  year.
Furthermore,  the Permanent  Portfolio and the Aggressive  Growth Portfolio each
has adopted the following  operating policies with respect to short sales, which
may be changed only by the Fund's Board of Directors:

*    such  Portfolio will limit the dollar amount of short sales at any one time
     to a value ordinarily not to exceed 10% and in no instance to exceed 25% of
     its net assets; and

*    the value of  securities  of any one issuer in which such  Portfolio may be
     short will not exceed the lesser of 2% of the value of such Portfolio's net
     assets or 2% of the securities of that class of that issuer.

     For tax  purposes,  a capital  gain (or loss) on a short sale is  generally
recognized when the seller makes delivery of the securities he has sold short. A
short sale "against the box" is treated as a constructive sale of the underlying
security at the time it is entered into. The gain (or loss) is long-term only if
the securities had been held for more than the applicable minimum holding period
for long-term capital gains at the time of the short sale.

     Borrowed money.  The purchase of investments with borrowed money can entail
a higher degree of risk from price fluctuations than a cash purchase using one's
own  funds,  since  the  borrowings  allow  the  buyer to  purchase  more of the
investment than he could using only his own cash ("Leverage Risk"). For example,
if the buyer  finances  a purchase  50% with his own cash and 50% with  borrowed
funds,  each 1%  decline  in the price of the  investment  would  result in a 2%
decline in the net value of his  position  in the  investment.  A 50% decline in
price would result in a total loss. In addition,  the buyer would incur interest
expense on borrowed funds.

     Borrowing  also  can  add  to  the  risk  of  loss  from  investment  price
fluctuations  if the borrowing  increases the average  length to maturity of the
borrower's net dollar  assets,  since such borrowing may increase the borrower's
exposure  to  fluctuations  in the  prices of dollar  assets  due to  changes in
interest rates ("Interest Rate Risk").  However,  as indicated under "Investment
Categories"  above, the average length to maturity of the Permanent  Portfolio's
net dollar assets may not exceed 15 years - a term  structure that the Permanent
Portfolio  could achieve without the use of borrowed  money.  Consequently,  the
Permanent Portfolio's ability to borrow will not increase its
<PAGE>

potential  exposure to loss from investment  price  fluctuations due to Interest
Rate Risk.  Furthermore,  the Permanent Portfolio,  the Versatile Bond Portfolio
and the Aggressive  Growth  Portfolio  each has adopted the following  operating
policies with respect to borrowings:

*    the  amount of money  such  Portfolio  may  borrow  will be  limited by the
     Investment  Company Act of 1940 (the "Act") so that immediately  after such
     borrowing  the amount  borrowed may not exceed 33 1/3% of the value of such
     Portfolio's  assets  (including the amount  borrowed) less its  liabilities
     (not  including any  borrowings  but including the fair market value at the
     time of computation of any securities  with respect to which there are open
     short  positions).  If, due to market  fluctuations  or other reasons,  the
     value of such  Portfolio's  assets falls below the coverage  requirement of
     the Act, such Portfolio will,  within three business days,  reduce its debt
     to the  extent  necessary.  To do this  such  Portfolio  may have to sell a
     portion of its investments at a time when it may be  disadvantageous  to do
     so;

*    such  Portfolio may borrow only from banks in accordance  with the Act, and
     will  also  be  subject  to  applicable  margin   limitations   imposed  by
     regulations adopted by the Federal Reserve Board;

*    in  observing  these  limits,  such  Portfolio  will count the  proceeds of
     reverse repurchase agreements (see below) as borrowed money; and

*    such Portfolio will segregate,  and maintain in a segregated  account until
     the  borrowing  is  repaid,  cash,  U.S.  government  securities  or  other
     appropriate  liquid  assets  equal to the  amount  borrowed.  See  "Forward
     contracts" above for the treatment of the segregated assets.

     No Portfolio  engaged in any borrowings during the last fiscal year, and no
Portfolio intends to engage in any borrowings during the current fiscal year.

     Reverse repurchase agreements.  A reverse repurchase agreement is a special
device for  borrowing  money.  Under such an  agreement,  the borrower  sells an
investment  (usually a bond, money market  instrument or other dollar asset) and
agrees to repurchase it later at a fixed price. Because it is possible to borrow
nearly the  entire  purchase  price of a bond or other  dollar  asset  through a
reverse  repurchase  agreement,  such  agreements  can be  used  by  traders  to
speculate on price changes, especially price changes associated with declines in
interest rates.  Such  speculation is highly risky,  since an unforeseen rise in
interest  rates  could  cause a loss that  equalled  or even  exceeded  the cash
invested.

     Neither the  Permanent  Portfolio,  the  Versatile  Bond  Portfolio nor the
Aggressive  Growth  Portfolio  will use reverse  repurchase  agreements  for any
speculative  purpose.  Reverse  repurchase  agreements  have  virtually the same
effect on a Portfolio as borrowing.  Those Portfolios might enter into a reverse
repurchase  agreement,  instead  of  a  borrowing,  if  the  reverse  repurchase
agreement  provides an advantage in interest rate over a borrowing.  None of the
Permanent  Portfolio's,  the Versatile Bond Portfolio's or the Aggressive Growth
Portfolio's  net assets  during  the last  fiscal  year were  subject to reverse
repurchase  agreements,  and none of such Portfolios intends that its net assets
will be subject to reverse repurchase agreements during the current fiscal year.

     The Permanent  Portfolio,  the Versatile  Bond Portfolio and the Aggressive
Growth  Portfolio will count the proceeds of a reverse  repurchase  agreement as
borrowed  money.  Consequently,  as in the case of direct  borrowing  (discussed
above) a Portfolio's use of reverse repurchase  agreements should not add to its
potential risk of loss from  investment  price  fluctuations.  Furthermore,  the
Permanent  Portfolio,  the Versatile Bond  Portfolio and the  Aggressive  Growth
Portfolio  each has adopted the  following  operating  policies  with respect to
reverse repurchase agreements:

*    such  Portfolio  will enter into only those reverse  repurchase  agreements
     that have a specified repurchase price;

*    such  Portfolio  will enter into reverse  repurchase  agreements  only with
     banks; and

*    such Portfolio will segregate,  and maintain in a segregated  account until
     the reverse  repurchase  agreement  is closed out,  cash,  U.S.  government
     securities  or other  appropriate  liquid  assets  equal to the  repurchase
     price.  See "Forward  contracts"  above for the treatment of the segregated
     assets.
<PAGE>

     Default  risk.  Put and  call  options,  forward  purchases,  short  sales,
borrowings and reverse  repurchase  agreements all involve  contracts  between a
Portfolio and a bank, broker, dealer or clearinghouse.  A default by any of them
could expose the Portfolio to serious loss.  Although the risk of such a loss is
small, the Fund's management intends to reduce a Portfolio's  exposure by giving
preference to banks,  brokers,  dealers and clearinghouses which, in the opinion
of the Fund's management, have an especially high degree of creditworthiness and
by giving  preference to transactions  that require the  corresponding  party to
pledge or  otherwise  deliver or  establish  collateral  to the  benefit of such
Portfolio.

Strategic Portfolio Adjustments

     Because investment prices are constantly  changing,  the actual composition
of the  Permanent  Portfolio's  holdings  will  never  exactly  match the Target
Percentages.  Ordinarily,  whenever the Permanent Portfolio's actual holdings in
any investment  category deviate from the category's  Target  Percentage by more
than 1/10th of the Target Percentage,  the Permanent  Portfolio will buy or sell
investments  to correct the  discrepancy  (unless it is  corrected by changes in
market  prices)  and will do so  within  30 days  from the  initial  day of such
deviation.

     The Permanent  Portfolio's  management  is  authorized  to delay  portfolio
adjustments  whenever,  in its  opinion,  extraordinary  circumstances  make  it
desirable  to do so. In the  event of such a delay,  the  Permanent  Portfolio's
actual holdings in one or more investment  categories could deviate by more than
1/10th from the Target  Percentages for those  categories for a period in excess
of 30 days. Circumstances that might occasion a delay include:

1.   A disorderly  market,  i.e.,  when the  differences  between the buying and
     selling  prices  (bid and asked)  quoted by market  makers  and  investment
     dealers are, in the opinion of the Fund's management, abnormally large;

2.   A banking crisis or other financial  emergency that compromises the ability
     of brokers and dealers to consummate investment transactions;

3.   The inability to make a portfolio  adjustment  without  recognizing a large
     short-term capital gain; and

4.   The  inability  to make a portfolio  adjustment  without  jeopardizing  the
     Permanent Portfolio's federal tax status as a regulated investment company.

     The Permanent Portfolio will not delay portfolio  adjustments called for by
the Target Percentages in anticipation of a change in the general price level of
any investment category.

     A Portfolio may acquire  assets from another  Portfolio  that are otherwise
qualified investments for the Portfolio,  so long as neither Portfolio bears any
markup  or  spread  and no  commission,  fee or  other  remuneration  is paid in
connection with the acquisition.  Any such transaction  would be a cash purchase
or sale of a security for which market quotations are readily available,  at its
independent  current market price,  in a manner  consistent  with SEC Rule 17a-7
under the Investment Company Act of 1940.

Investment Restrictions

     The investment  policies and  restrictions  described in the Prospectus and
this  SAI  are  intended  to  remain  in  force  indefinitely.   The  investment
restrictions described below have been adopted by the Fund as operating policies
and are subject to change by the Fund's Board of  Directors.  However,  the Fund
will not change any  operating  policy  without  notifying its  shareholders  in
advance. The Fund will not:

1.   Purchase  securities of companies for the purpose of exercising  control or
     management.

2.   Purchase  securities on margin,  although the Permanent Portfolio may enter
     into commodity forward contracts (but only in accordance with the operating
     procedures and policies contained elsewhere in the Prospectus and this SAI)
     and obtain such short-term  credit as may be necessary for the clearance of
     purchases and sales of portfolio investments.

<PAGE>

3.   Purchase  securities of any other registered  open-end  investment  company
     except as part of a merger or consolidation.

4.   Invest in straddles or spreads.

5.   Purchase from or sell to any officer,  director or employee of the Fund, or
     its adviser, or any of its partners or employees, any securities other than
     shares of any Portfolio of the Fund.

6.   Purchase  or retain  the  securities  of any issuer if those  officers  and
     directors of the Fund or partners of its adviser owning  individually  more
     than 1/2% of a class of securities of such issuer together own more than 5%
     of such securities of such issuer.

7.   Retain a custodian for its assets which shall be other than a bank or trust
     company  having at least  $2,000,000  in  aggregate  capital,  surplus  and
     undivided  profits and, upon the  resignation  or inability to serve of the
     custodian,  the Fund shall use its best  efforts to obtain and transfer its
     assets to a similarly qualified custodian or submit to its stockholders the
     question whether to function without such a custodian.

8.   Invest  more  than 5% of the value of the total  assets of a  Portfolio  in
     securities of companies which together with  predecessors  have a record of
     less than three years' continuous operation.

9.   Pledge,  mortgage or  hypothecate  assets of any Portfolio  having a market
     value greater than 15% of the value of that Portfolio's gross assets (taken
     at cost),  except to secure  permitted  borrowings of that Portfolio.  Less
     than 5% of the value of any Portfolio's gross assets during the last fiscal
     year were pledged,  mortgaged or hypothecated,  and each Portfolio  intends
     that  less  than 5% of the  value  of its  gross  assets  will be  pledged,
     mortgaged or hypothecated during the current fiscal year.

10.  Use as security for  borrowings of any Portfolio  more than 35% of value of
     that Portfolio's  assets.  Less than 5% of value of any Portfolio's  assets
     during the last fiscal year were used as security  for  borrowings  of that
     Portfolio,  and each  Portfolio  intends  that less than 5% of value of its
     assets will be so used during the current fiscal year.

     Under the Investment  Company Act of 1940, certain policies of the Fund may
not be changed  unless  authorized by the vote of a majority of its  outstanding
voting  securities.  In addition to those fundamental  policies described in the
Prospectus, without shareholder approval:

1.   Subject to the policy  regarding a wholly-owned  broker-dealer  subsidiary,
     the Fund will not act as a securities  underwriter  of other issuers except
     to the extent that acting as such may be necessary to dispose of securities
     acquired by the Fund.  (However,  in  connection  with the  disposition  of
     "restricted  securities"  and  securities  for  which  there is no  readily
     available  market  quotation,  the Fund may be deemed to be an  underwriter
     under certain federal securities laws.)

2.   The Fund will not lend its assets to its  officers,  directors,  adviser or
     affiliates  of its  adviser,  nor  shall  such  persons  take long or short
     positions in shares of the Fund (which  prohibition  shall not prevent them
     from acquiring such shares for investment purposes at the current net asset
     value).

3.   No Portfolio will concentrate its investments in any particular industry or
     group of industries (i.e., no more than 25% of the value of any Portfolio's
     assets,  other than securities issued by the United States government or an
     agency or instrumentality thereof, will be invested in any one industry).

4.   No Portfolio will invest in the stock of any issuer,  other than the United
     States government or an agency or instrumentality  thereof,  if immediately
     thereafter more than 5% of that  Portfolio's  total assets (taken at market
     value) would be invested therein. For this purpose, options on the stock of
     any corporation will be deemed to be securities issued by that corporation.

5.   Subject to the policy  regarding a wholly-owned  broker-dealer  subsidiary,
     neither the Permanent  Portfolio nor the Aggressive  Growth  Portfolio will
     invest in the stock of any issuer,  other than the United States government
     or an agency or  instrumentality  thereof,  if immediately  thereafter more
     than 10% of the  outstanding  voting  stock of such issuer would be held by
     the respective Portfolio.
<PAGE>

6.   Neither the Treasury Bill  Portfolio nor the Versatile  Bond Portfolio will
     invest in the stock of any issuer,  other than the United States government
     or an agency or  instrumentality  thereof,  if immediately  thereafter more
     than 10% of the  outstanding  voting  stock of such issuer would be held by
     the respective Portfolio.

7.   The Permanent  Portfolio  will not borrow money,  issue senior  securities,
     purchase or sell real estate  (including real estate limited  partnerships)
     or commodities or oil, gas or other mineral leases,  or make loans to other
     persons, except as follows: the amount of money the Permanent Portfolio may
     borrow  will  be  limited  by the  Investment  Company  Act of 1940 so that
     immediately after such borrowing the amount borrowed may not exceed 33 1/3%
     of the value of the  Permanent  Portfolio's  assets  (including  the amount
     borrowed) less its liabilities  (not including any borrowings but including
     the fair market value at the time of  computation  of any  securities  with
     respect  to which  there are open  short  positions).  In  observing  these
     limits,  the  Permanent  Portfolio  will  count  the  proceeds  of  reverse
     repurchase agreements as borrowed money.

8.   Neither the Treasury Bill  Portfolio,  the Versatile Bond Portfolio nor the
     Aggressive  Growth  Portfolio will borrow money,  issue senior  securities,
     purchase or sell real estate (including limited  partnership  interests) or
     commodities  or oil, gas or other  mineral  leases,  make loans or lend its
     assets to other persons, hold more than 5% of its net assets in investments
     which  are not  readily  marketable,  engage  in short  sales or write  put
     options or uncovered  call options  (other than as noted above),  except as
     follows:  the amount of money any such Portfolio may borrow will be limited
     by the  Investment  Company  Act of  1940 so that  immediately  after  such
     borrowing  the amount  borrowed  may not exceed 33 1/3% of the value of the
     respective  Portfolio's  assets  (including  the amount  borrowed) less its
     liabilities  (not  including any  borrowings  but including the fair market
     value at the time of computation  of any  securities  with respect to which
     there are open short positions).

9.   Notwithstanding any other policy of the Permanent Portfolio,  the Permanent
     Portfolio may form a wholly-owned subsidiary for the purpose of engaging in
     broker-dealer  activities.  The total amount of the  Permanent  Portfolio's
     capital  contributions to such subsidiary shall be limited to an amount not
     to  exceed,  in  the  aggregate,  1% of the  net  assets  of the  Permanent
     Portfolio  as of the  time  that any  capital  contribution  is  made.  The
     Permanent  Portfolio  shall  not  make  any  capital  contribution  to such
     subsidiary  that would  increase  the then current  value of the  Permanent
     Portfolio's  investment  in the  subsidiary to an amount in excess of 1% of
     the then net assets of the Permanent Portfolio.

ORGANIZATION AND MANAGEMENT

Fund History

     The Fund was incorporated  under the laws of Maryland on December 14, 1981,
under  the  name  "Permanent  Portfolio  Fund,  Inc."  and  changed  its name to
"Permanent  Portfolio  Family of Funds,  Inc." on August 10, 1988.  The Fund was
originally  organized with a single  Portfolio which commenced  operations as an
investment company on October 15, 1982. That Portfolio continues,  with the same
investment  policy,  and is now  called the Fund's  "Permanent  Portfolio."  The
Fund's Treasury Bill Portfolio commenced  operations on May 26, 1987, the Fund's
Aggressive  Growth  Portfolio  commenced  operations  on January 2, 1990 and the
Fund's Versatile Bond Portfolio commenced  operations on September 27, 1991. The
Fund may offer additional Portfolios from time to time.

Investment Adviser

     The Fund retains  World Money  Managers (the  "Investment  Adviser") as its
adviser.  The Investment  Adviser is a limited  partnership  organized in August
1981 under the laws of the State of California. The Investment Adviser's limited
partners are Terry Coxon,  Robert F. Allen,  Jr.,  Robert F. Schaub  Irrevocable
Trusts,  The  Schaub  Corporation,  The Alan and  Holly  Sergy  1998  Trust  and
Permanent Portfolio Information,  Inc. The Investment Adviser's general partners
are Terry Coxon and Terry Coxon, Inc., a California  corporation wholly owned by
Terry Coxon.  Mr. Coxon also serves as President and a director of the Fund. See
"Directors and Officers" on the following page.
<PAGE>

     The  services  the  Investment   Adviser  provides  to  the  Fund  and  the
compensation  it receives are defined in the Investment  Advisory  Contract (the
"Contract")  between the Fund and the Investment  Adviser,  dated June 19, 1996.
The Investment Adviser received the following investment advisory fees from each
Portfolio for the last three fiscal years:

--------------------------------------------------------------------------------
              Advisory Fees Paid for Fiscal Year Ended January 31
--------------------------------------------------------------------------------
                                      2000           1999           1998
                                   ----------     ----------     ----------

Permanent Portfolio                $  687,246    $  775,077      $  800,234

Treasury Bill Portfolio(1)            549,685       582,473         622,117

Versatile Bond Portfolio(2)           150,578       161,938         171,008

Aggressive Growth Portfolio           251,511       229,836         202,493

---------

(1)  Net of investment  advisory fees waived of $436,923,  $466,838 and $494,877
     for the fiscal years ended January 31, 2000, 1999 and 1998, respectively.

(2)  Net of investment advisory  fees waived of $75,751, $80,753 and $85,809 for
     the fiscal years ended January 31, 2000, 1999 and 1998, respectively.

     During the year ended January 31, 2000, the Investment Adviser  voluntarily
agreed to waive  portions of the  advisory fee  allocable  to the Treasury  Bill
Portfolio  and  to the  Versatile  Bond  Portfolio  to the  extent  that  either
Portfolio's  total advisory fee otherwise  would exceed an annual rate of 5/8 of
1% (0.625%), in the case of the Treasury Bill Portfolio,  or 3/4 of 1% (0.750%),
in the case of the  Versatile  Bond  Portfolio,  of the  respective  Portfolio's
average daily net assets.  The  Investment  Adviser may continue  voluntarily to
waive such fees, although it is not required to do so, and reserves the right to
revoke,  reduce or change the waiver prospectively upon five days written notice
to the Fund.

     The Contract also provides that the Investment  Adviser shall not be liable
to the Fund or to any shareholder for anything done or omitted by it,  including
losses  sustained  by the  Fund in the  purchase,  holding  or sale of any  Fund
investment,  except acts or omissions involving willful misfeasance,  bad faith,
gross  negligence  or reckless  disregard  of the duties  imposed upon it by the
Contract.

     The  Contract was most  recently  approved by the Board of Directors of the
Fund, including a majority of the Fund's Independent  Directors,  on December 4,
1999; the Contract was most recently  approved by a majority of the  outstanding
voting  securities  of  each  of the  Permanent  Portfolio,  the  Treasury  Bill
Portfolio,  the Versatile Bond Portfolio and the Aggressive  Growth Portfolio on
August 22, 1996.

     The  Contract  will  continue in force and may be renewed from year to year
thereafter with respect to a Portfolio,  provided that any such renewal has been
specifically  approved  annually  by the vote of a majority  of the  outstanding
voting  securities  of the  Portfolio  or by the Fund's Board of  Directors.  In
addition,  to continue in force,  the  Contract  must be approved  annually by a
majority  of the  Fund's  Independent  Directors,  voting in person at a meeting
called for the purpose of considering continuation of the Contract.

     The Contract may be terminated by either party without  penalty on 60 days'
written notice to the other party. Such termination may be effected on behalf of
the Fund by its Board of Directors or by a vote of a majority of its outstanding
voting  securities,  or on  behalf  of a  Portfolio  of the  Fund by a vote of a
majority of the outstanding  voting securities of that Portfolio.  Assignment of
the Contract to another party automatically terminates it.

     Additional  information   regarding  the  Contract  is  set  forth  in  the
Prospectus under "Management - Investment Adviser."
<PAGE>

Board of Directors

     The business and affairs of the Fund are managed under the direction of the
Board of  Directors  who exercise all powers of the  Corporation  granted  under
Maryland law.

--------------------------------------------------------------------------------
                             DIRECTORS AND OFFICERS(1)(7)
--------------------------------------------------------------------------------
David P. Bergland(2)(3)(4)(5)(6) age 65, Director
Attorney  specializing in business litigation,  currently a sole practitioner in
Costa Mesa, California.  Mr. Bergland is also a writer, lecturer,  publisher and
Adjunct  Professor of Law at Western State University  College of Law in Irvine,
California. Mr. Bergland has served as a director of the Fund since 1992.

Hugh A. Butler(2)(4)(5)(6) age 47, Director
Chief Executive Officer and Founder of Computer  Consultants  Corporation,  Salt
Lake City, Utah. Mr. Butler has served as a director of the Fund since 1996.

Terry Coxon* age 56, President and Director
Investment  adviser  and author  since 1976;  along with Terry  Coxon,  Inc.,  a
corporation  which he  wholly  owns and for which he  serves  as  President  and
director,  Mr. Coxon is the general partner of the Investment Adviser. Mr. Coxon
also has  served as  President  and a director  since  1987 of Bullion  Security
Corporation,  the sponsor of United States Gold Trust, an investment  trust. Mr.
Coxon is the  founder  of the  Fund and has  served  as its  President  and as a
director since its inception.

Michael J. Cuggino* age 37, Treasurer and Director
A Certified Public  Accountant,  Mr. Cuggino has served as Treasurer of the Fund
since 1993 and as a director of the Fund since 1998. Mr. Cuggino has also served
as Treasurer  since 1993 of Bullion  Security  Corporation and from 1993 through
1996  of  World  Money  Securities,   Inc.,  the  Fund's  former   broker-dealer
subsidiary. From 1991 through 1992, Mr. Cuggino served as Assistant Treasurer of
the Fund,  Bullion Security  Corporation and World Money  Securities,  Inc. From
1985 until 1991,  Mr.  Cuggino was employed by Ernst & Young,  the Fund's former
independent  auditors,  in various audit and  accounting  capacities,  including
audit manager.

Robert B. Martin, Jr.*(3) age 56, Secretary and Director
Attorney specializing in tax matters, currently a sole practitioner in Pasadena,
California. Mr. Martin has served as a director of the Fund since its inception,
as legal  counsel  to the  Fund and the  Investment  Adviser  since  1994 and as
Secretary of the Fund since 1998.

Mark Tier(2)(3)(4)(6) age 52, Director
Self-employed marketing consultant in Hong Kong for more than the preceding five
years. Mr. Tier has served as a director of the Fund since 1986.

----------
*    Interested person within the meaning of the Investment Company Act of 1940.
     Messrs.  Coxon and Cuggino are deemed  interested  persons because of their
     association with the Investment Adviser. Mr. Martin is deemed an interested
     person  because  of his  association  as legal  counsel to the Fund and the
     Investment Adviser.
(1)  The address for each officer and director is 625 Second Street,  Suite 102,
     Petaluma, California 94952.
(2)  Independent director,  not considered to be an interested person within the
     meaning of the Investment Company Act of 1940.
(3)  Member, Audit Committee.
(4)  Member, Compensation Committee.
(5)  Member, Legal Affairs Committee.
(6)  Member, Nominating Committee.
(7)  No director of officer has any family relationship with another.
<PAGE>

Directors and Officers

     As of May 5, 2000,  all officers and directors of the Fund as a group owned
less than 1% of the outstanding common stock of the Fund. No officer or director
has   any   family    relationship    with   another   See   "Organization   and
Management - Investment Adviser".

     The chart on the preceding  page is provided as of May 5, 2000 as to each
director and officer of the Fund.

Share Ownership

     As of May 5,  2000,  the  following  persons  are  known  by the  Board  of
Directors to own beneficially or to hold of record 5% or more of the outstanding
common stock of any class of the Fund:

--------------------------------------------------------------------------------
                                            Number of Shares       Percent
          Name(1)                           Held of Record        of Class
-------------------------------------------------------------  -----------------
Versatile Bond Portfolio:

  Bercom Nominees c/o                         79,216.627           27.614%
  Bermuda Commercial Bank, Ltd.


Aggressive Growth Portfolio:

  Charles Schwab & Co., Inc.                  25,723.888            9.184%
  c/o Reinvest Account

  Bercom Nominees c/o                         48,503.376           17.317%
  Bermuda Commercial Bank, Ltd.

---------

(1)  The address for each holder is c/o 625 Second Street,  Suite 102, Petaluma,
     California  94952.  No  person is known by the  Board of  Directors  to own
     beneficially or to hold of record 5% or more of the shares of the Fund as a
     whole.

Code of Ethics

     The Fund and its Investment Adviser have adopted Codes of Ethics under Rule
17j-1 of the Investment  Company Act of 1940 which permit  personnel  subject to
the Codes of Ethics to invest in securities,  including  securities  that may be
purchased or held by the Fund.  The Codes of Ethics are on public file with, and
are available from, the Securities and Exchange Commission.

Compensation

     Under the Contract,  the Fund has the obligation to pay the salaries,  fees
and  expenses  of all of the  officers  and  directors  of the  Fund.  The  Fund
currently  compensates  its  President  at a rate of  $72,000  per annum and its
Secretary  and  Treasurer at a rate of $48,000 per annum.  Each  Director of the
Fund  receives  $6,000 per annum plus $900 and  out-of-pocket  expenses for each
Board of Directors meeting attended.

     On March 9, 1998,  the Fund's  Board of  Directors  adopted  the  Permanent
Portfolio Family of Funds, Inc. Long Term Disability Plan (the "Plan"). The Plan
provides  for  payment by the Fund to any  qualified  officer of the Fund who is
totally disabled (a "Participant"), as defined by the Plan, a disability benefit
equal  to 50% of the  Participant's  salary  as an  officer  as of the  time the
disability is determined,  subject to cost-of-living  adjustments,  for a period
not to exceed five years.  The Plan is renewable  annually and may be terminated
by the Fund's Board of Directors  at any time prior to each annual  renewal.  On
March 10, 1998,  the Fund accrued an estimated  liability of $107,808  under the
Plan and the Plan was most recently  renewed by the Fund's Board of Directors on
December 4, 1999.

     The  table at the top of the  following  page  sets  forth  information  on
compensation  paid by the Fund to each officer and director for services in such
capacities during the fiscal year ended January 31, 2000.
<PAGE>

<TABLE>
-------------------------------------------------------------------------------------------------------------------
                                             COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------------
<CAPTION>
     (1)                     (2)                (3)                   (4)                        (5)
Name of Person,           Aggregate      Pension or Retirement   Estimated Annual      Total Compensation from
  Position               Compensation     Benefits Accrued as       Benefits               Fund/Fund Complex
                         from Fund       Part of Fund Expenses    upon Retirement    Paid to Directors and Officers
-------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                    <C>                   <C>
David P. Bergland,
Director                 $ 30,751               $ 0                    $ 0                   $ 30,751

Hugh A. Butler,
Director                   22,200                 0                      0                     22,200

Terry Coxon,
President and Director     86,100                 0                      0                     86,100

Michael J. Cuggino,
Treasurer and Director     62,100                 0                      0                     62,100

Robert B. Martin, Jr.,
Secretary and Director     63,000                 0                      0                     63,000

Mark Tier,
Director                   21,300                 0                      0                     21,300
-------------------------------------------------------------------------------------------------------------------
</TABLE>
CONSULTANTS

     As  discussed  under  "Consultants"  in the  Prospectus,  Harry  Browne and
Douglas Casey serve as consultants to the Fund and the Investment Adviser.  Each
consulting  agreement  may be  terminated  without  prior  notice by either  the
Investment  Adviser,  the Fund or the  consultant.  Each agreement  requires the
Investment  Adviser,  during the term of the agreement and for 90 days after its
termination,  if any, to transmit to all Fund shareholders any written statement
that the consultant may submit regarding the Fund or the Investment  Adviser. In
payment for his  consulting  services,  the general  partners of the  Investment
Adviser  have  agreed to assign to Mr.  Casey a portion,  not to exceed  10%, of
their share of the profits earned by World Money Managers in advising the Fund.

DISTRIBUTIONS AND TAXES

     Dividends from net interest and dividend income and net short-term  capital
gains, if any,  generally will be taxable to shareholders as ordinary income. To
the extent that such  distributions  consist of  qualifying  income from certain
domestic sources,  they may be subject to the 70%  dividends-received  deduction
for  corporate  shareholders.  The payor of a dividend on stock (as the Fund may
be) may be  required  to  withhold  31% of any  reportable  payments  (which may
include  dividends,  capital  gains  distributions  and  redemptions)  paid to a
noncorporate  shareholder if that  shareholder  fails to provide the Fund with a
valid taxpayer  identification number. Other withholding  requirements may apply
to certain foreign shareholders.
<PAGE>

     Any dividend paid by a Portfolio has the effect of reducing the Portfolio's
net asset  value.  Therefore,  a dividend  paid  shortly  after a  shareholder's
investment in the Portfolio would represent,  in substance,  a return of capital
to the  shareholder.  Nevertheless,  the  distribution  would be  subject to the
income taxes discussed here and in the Prospectus.

     Redemption  of  Fund  shares  (including  redemptions  under  a  Systematic
Withdrawal Program) is a taxable event for redeeming  shareholders.  Any gain or
loss realized on a sale or redemption of Fund shares by a shareholder who is not
a dealer in securities will generally be treated as a long-term  capital gain or
loss if the  shares  have  been  held  more  than one year  and  otherwise  as a
short-term  capital gain or loss. Any such loss,  however,  will be treated as a
long-term capital loss to the extent of any capital gain  distribution  received
by the  shareholder  in the  year  in  which  the  loss  is  recognized  if such
shareholder  held his shares for less than six months.  Also, see "Redemption of
Shares  by the  Fund-Tax  Consequences  of  In-Kind  Redemptions."

     The Fund is required by federal law to ask each  shareholder  to certify on
his  Shareholder  Account  Application  that the  social  security  or  taxpayer
identification  number  provided  is correct  and that he is not  subject to 31%
backup withholding for previous underreporting to the IRS. If the application is
not so certified,  the Fund must withhold 31% of reportable  payments (which may
include  dividends,  capital gains  distributions and redemptions) made to those
shareholders' accounts.

Foreign Taxes

     The Permanent  Portfolio expects to earn interest income in Switzerland and
possibly to earn interest or dividends in other foreign  countries,  principally
Australia  and Canada,  which levy  withholding  taxes on payments  made to U.S.
corporations.  In many  cases  there are tax  treaties  between  the U.S.  and a
foreign country which may qualify the Permanent  Portfolio for a reduced rate of
tax, usually provided that more than 75% of the Permanent Portfolio's shares are
owned by individuals who are residents or citizens of the United States.

     The  Permanent  Portfolio  may be  subject to  withholding  taxes on income
derived from sources in other countries,  but the Fund's management  anticipates
that the amount of such taxes will not be significant.  The Permanent  Portfolio
does not expect to be able to pass  through  any foreign tax credits to its U.S.
shareholders.  The  Permanent  Portfolio  incurred  no of foreign  income  taxes
deducted at the source, net of refundable taxes, during its last fiscal year.

COMPUTATION OF NET ASSET VALUES

     The net asset  values of Fund shares are  computed at the close of business
of the New York Stock Exchange (usually 1:00 P.M.  Pacific Time) every  day that
the  Exchange is open for trading  ("business  day").  The Exchange is generally
open for  trading  every  Monday  through  Friday,  but is closed for trading on
certain  customary  national  business  holidays  consisting  of New Year's Day,
Martin Luther King, Jr.'s Birthday,  President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day,  Thanksgiving Day and Christmas Day. Since the Fund
has significant  holdings that are principally traded on foreign exchanges which
may be open for  trading on days other than the Fund's  business  days,  the net
asset  values of the Fund's  shares may be  significantly  affected on days when
investors  have no access to the Fund.  All awaiting  and accepted  requests for
purchases and  redemptions of Fund shares are executed,  at a price equal to net
asset value per share,  immediately following the computation.  See "Purchase of
Shares from the Fund" and "Redemption of Shares by the Fund."

     Net asset value per share of a Portfolio  is computed by adding the current
value of all the Portfolio's  assets,  subtracting the amount of its liabilities
(including  proper accruals of expense items),  dividing the result by the total
number of outstanding  shares of the  Portfolio,  and rounding up or down to the
nearest  cent per share.  The  current  value of Fund  assets is  determined  as
follows: assets that are traded on one or more public exchanges (including stock
options) will be valued at their most recent price of the day on the exchange on
<PAGE>

which they are principally  traded. If there is no trading in such an asset on a
business  day,  the asset  will be valued  at the mean  between  its bid and ask
prices.  Assets  that are  traded  over-the-counter  will be  valued at the mean
between  their bid and ask  prices.  The Fund will value  gold and  silver  each
business day at the closing  spot price on the New York  Commodity  Exchange,  a
regulated  U.S.  commodity  futures  exchange.  Deposits of Swiss francs will be
valued each business day at the 4 p.m. (Eastern Time) price (converted into U.S.
dollars) quoted by Reuters.  Swiss government bonds will be valued each business
day at the closing price in Zurich, Switzerland,  converted into U.S. dollars at
the 4 p.m.  (Eastern  Time)  Swiss  franc  rate  quoted by  Reuters.  Short-term
securities  will be marked to market daily.  Assets for which there is no public
market will be valued at the current price of  substantially  similar  assets on
the basis of comparable  marketability,  maturity,  quality and type.  All other
assets  (including  restricted  securities  and forward  contracts with banks or
brokers)  will be valued at fair value as  determined in good faith by the Board
of Directors.  Also, the Fund may rely upon bona fide  quotations  obtained from
sources other than those  referred to above when doing so would,  in the opinion
of the Board of Directors,  better serve the fair and accurate  valuation of the
Fund's assets.  In the event of an  extraordinary  occurrence or emergency which
would affect the value of Fund assets  traded on a foreign  exchange,  and which
the Board of Directors  learns of prior to 4:00 p.m.  Eastern Time, those assets
will be  valued  at fair  value as  determined  in good  faith  by the  Board of
Directors.

     As of January 31, 2000, the net asset value  (offering price and redemption
price) per share of Common Shares in the Permanent  Portfolio was $17.44,  which
was computed by dividing the Portfolio's net assets,  valued as described above,
on that date  ($56,772,658) by the number of its shares outstanding on that date
(3,254,445).  As of that date, the net asset value per share of Common Shares in
the Treasury Bill  Portfolio,  the Versatile  Bond  Portfolio and the Aggressive
Growth  Portfolio  were $67.88,  $58.38 and $83.61,  respectively,  as similarly
computed.

PURCHASE OF SHARES FROM THE FUND

     Shares in each  Portfolio  are offered for sale  continuously  by the Fund.
Investors who purchase such shares  directly from the Fund pay no commissions or
sales  charges.  The minimum  initial  investment  in any  Portfolio  is $1,000.
Shareholders  may make additional  investments at any time in minimum amounts of
$100 per Portfolio.  All requests for purchases of shares accompanied by payment
therefor  are  effected at a price  equal to the net asset  value per share,  as
described  under  "Computation of Net Asset Values," next computed after receipt
of the  properly  completed  request by the Fund's  Transfer  Agent.  Please see
"Purchase of Shares from the Fund" in the Prospectus for further information.

     If a shareholder sends money to the Fund without clearly  indicating how it
is to be invested,  the Fund's  policy is to treat the money as an investment in
the Treasury Bill Portfolio.

     The Fund reserves the right to reject investments in part or in whole.

     Complete and detailed records for each  Shareholder  Account are maintained
by the Transfer  Agent. A  confirmation  is sent to a shareholder at the time of
each  purchase,  redemption or other  transaction.  Certificates  for shares are
issued without charge,  but only when  specifically  requested in writing by the
investor. Certificates are not issued for fractional interests.

     The Fund has authorized one or more  broker-dealers  to accept purchase and
redemption orders for Fund shares on the Fund's behalf.  Such broker-dealers are
authorized to designate other  intermediaries  to accept purchase and redemption
orders  for Fund  shares on the Fund's  behalf.  The Fund will be deemed to have
received a purchase  or  redemption  order for Fund  shares  when an  authorized
broker-dealer  or, if  applicable,  a  broker-dealer's  authorized  designee  or
intermediary,  accepts the order. In such instances an investor's  order will be
priced at the Fund's net asset value next computed  after it is accepted by such
an authorized broker-dealer or the broker-dealer's authorized designee.

     Investors who purchase or redeem shares in the Fund through a broker-dealer
may be charged a transaction fee by the broker-dealer, who may place such orders
by telephone in accordance with the Fund's procedures.
<PAGE>

REDEMPTION OF SHARES BY THE FUND

     Shareholders may redeem all or some of their shares in any Portfolio.

     Subject to the  limitations  noted below,  requests for redemption  will be
accepted for a Portfolio on any  business  day. The price paid to the  redeeming
shareholder  is the  Portfolio's  net asset value per share next computed  after
receipt by the Transfer Agent of the properly completed redemption request.

     Redemption  requests must be accompanied by  certificates,  if issued,  and
must  be sent to the  Transfer  Agent.  Shareholders  may be  required  to use a
redemption  form provided by the Fund. The Fund may refuse  redemption  requests
not made in the proper manner.  Please see "Redemption of Shares by the Fund" in
the Prospectus for further information.

     Requests  for  redemption  (whether  in  writing or by  telephone)  will be
processed by the  Transfer  Agent at the net asset value next  determined  after
receipt  of the  request.  Because  the net asset  values  per share of the Fund
fluctuate  (reflecting the market value of assets owned by the Portfolios),  the
amount a  shareholder  receives  for a  redemption  may be more or less than the
amount of his  purchase  and may be more or less than the net asset value on the
date that a written  redemption  request is  mailed.  Any such  redemptions  are
purely voluntary on the part of the shareholder.

Redemption Limitations

     The right to redeem may be limited or suspended by the Fund, or the payment
date postponed, as follows:

*    for any  period  during  which  the New York  Stock  Exchange  is closed or
     trading thereon is restricted, as determined by the Securities and Exchange
     Commission;

*    for  any  period  during  which  the  Securities  and  Exchange  Commission
     determines  that an emergency  makes it impractical to dispose of portfolio
     securities or to calculate net asset values; or

*    during any period for which the Securities  and Exchange  Commission has by
     order permitted a suspension for the protection of shareholders.

In-Kind Redemptions

     Subject to the restrictions set forth below, the Fund reserves the right to
require redeeming  shareholders in the Permanent Portfolio (but not shareholders
in any other  Portfolio) to accept  readily  tradable  assets from the Permanent
Portfolio in complete or partial  payment of redemptions  in instances  where so
doing would  present an advantage to the  Permanent  Portfolio in pursuit of its
tax planning objectives over a sale or other disposition of the asset.  Although
the Fund's  management  believes it is unlikely  that the Fund would ever use an
asset other than gold or silver  bullion or bullion  coins for any such  in-kind
redemption,  the  assets  would  be  selected  by the Fund  from  the  Permanent
Portfolio and generally would not reflect Target Percentages. The Fund would not
require  redeeming  shareholders  to accept any  investment  that is not readily
saleable.

     Investors  should  note  that  an  in-kind  distribution  might  result  in
inconvenience or in financial loss or gain due to price  fluctuations.  The risk
of financial loss would be especially great in the case of an investment subject
to high price volatility. Also, shareholders might incur high brokerage costs in
liquidating small lots of distributed investments.

     In order to reduce the possibility of  inconvenience  or loss, the Fund has
agreed  that it will not  exercise  its  right to make such a  required  in-kind
redemption  unless it has arranged,  on behalf of the shareholder,  a convenient
opportunity  to  accomplish  the prompt  sale of the assets  through a qualified
broker or dealer.  Further, the Fund will not require a shareholder to accept an
asset in an in-kind  redemption if the necessary  costs of selling the asset (in
the form and quantity  distributed to the shareholder)  exceed 2% of the asset's
<PAGE>

value at the time of the redemption. In the event that a shareholder elected not
to use the broker or dealer  provided by the Fund to sell assets  distributed to
him, the Fund would deliver the assets to the shareholder or, at his request, to
his bank.

     The Permanent  Portfolio makes portfolio changes on the basis of investment
factors at the time and in pursuit of its investment objectives, and in order to
adhere  to  the  Target  Percentages.  See  "Objectives  and  Policies"  in  the
Prospectus.  In accordance  with these  objectives,  at the time the decision is
made to dispose of assets  from the  Permanent  Portfolio,  the Fund will decide
whether to sell the assets or to distribute  them in  satisfaction of redemption
requests.

     If the Fund ever elects to dispose of assets through such required  in-kind
redemptions, it will inform the Transfer Agent of the specific assets to be used
and the order in which to use them.  The Transfer Agent  thereafter  would honor
all redemption requests,  in the order received,  by distributing the designated
assets.  Generally,  the Transfer  Agent would continue to effect all redemption
requests  for the  Permanent  Portfolio  with  in-kind  distributions  until the
designated assets were exhausted or until the Fund instructed the Transfer Agent
otherwise. The Fund might instruct the Transfer Agent otherwise, for example, if
the Fund no longer intended to dispose of a designated  asset or if a particular
redemption  request  would  result  in a  distribution  of assets  that,  in the
estimation of the Fund's  management,  could not then be sold at a cost of 2% or
less of the value of the assets.

     From time to time,  the Fund at the request of a redeeming  shareholder  in
any Portfolio,  may distribute  readily  tradable  assets to the  shareholder in
payment of his  redemption.  To be accepted by the Fund, any such request for an
in-kind  payment must be made in writing and must be included in the  redemption
request to which it pertains. The Fund will accept a request for in-kind payment
of redemption of shares in a Portfolio  only as an  alternative to making a sale
of the  respective  asset  in a  transaction  consistent  with  the  Portfolio's
investment policies.

In-Kind Redemption Requests

     If the Fund ever elects to make  assets  available  for in-kind  payment of
redemptions,  it will inform the  Transfer  Agent of the  specific  assets to be
used. The Transfer Agent thereafter would honor all written redemption  requests
for a  particular  such  asset,  in the  order  received,  by  distributing  the
designated  asset.  The Transfer  Agent would  continue to effect all redemption
requests  for a  particular  asset  with  in-kind  payment  until  the asset was
exhausted or until the Fund  instructed the Transfer Agent  otherwise.  The Fund
might instruct the Transfer Agent otherwise,  for example, if the Fund no longer
intended to dispose of the asset.

     The Fund  makes no  representation  that it will  attempt  to  protect  any
redeeming  shareholder from inconvenience,  expense or loss that results from an
in-kind redemption requested by the shareholder.

     The Fund has adopted the following  operating policies with respect to such
in-kind redemptions:

*    the Fund shall identify  before 4:00 p.m.  Eastern time of the day on which
     such  identification  is  made  any  readily  tradable  assets  held  by a
     Portfolio that are available for in-kind redemption;

*    any  shareholder,  (except an  affiliate as set forth below) may request an
     in-kind  redemption of shares in such Portfolio  prior to 4:00 p.m. of such
     day, and any such request  shall  become  irrevocable  at 4:00 p.m. of such
     day;

*    no such request for redemption  shall be accepted for  any Fund shares held
     by an affiliated  person or other person  specified in section 17(a) of the
     Investment Company Act;

*    the Fund  will  accept  a  request  for an  in-kind  redemption  only as an
     alternative  to the sale of the asset to be  distributed  in a  transaction
     consistent with the Portfolio's investment policies;

*    requested  in-kind  redemptions shall be limited to assets for which market
     quotations are readily available; and

*    the asset price used to effect the redemption shall be the respective asset
     price used to calculate the net asset value of the shares being redeemed.
<PAGE>

Tax Consequences of In-Kind Redemptions

     Under  present  federal  income  tax  laws,  the  tax  consequences  to  an
individual  (noncorporate)  shareholder of an in-kind  redemption are similar to
the consequences of a redemption for cash. See  "Distributions and Taxes" in the
Prospectus.  The  shareholder  recognizes  a capital gain (or loss) equal to the
market value of the assets he receives  minus the cost basis of the shares being
redeemed.  (The Fund would inform a shareholder as to its  determination  of the
market value of any assets  distributed to him.) The gain would be recognized by
the  shareholder  in the period when the redeemed  assets became  constructively
available to the shareholder (or the loss would be recognized immediately on the
day  the  redemption  is  consummated),  even  though  the  shareholder  did not
subsequently  sell the  assets.  The  shareholder's  cost  basis  in the  assets
distributed  in  kind  would  equal  their  market  value  at  the  time  of the
redemption.  The federal income tax  consequences of an in-kind  redemption to a
corporate shareholder are complex, and corporations considering investing in the
Fund should  consult  their tax advisers in this regard.  Generally,  no capital
gain or loss would be recognized by a Portfolio  upon a  distribution  of assets
through an in-kind redemption.

PORTFOLIO TRANSACTIONS AND BROKERAGE

     The Fund's portfolio transactions are recommended by the Investment Adviser
and  placed by the  Fund's  officers.  The  objective  of the Fund in  effecting
portfolio  transactions  is to obtain the best  available  prices,  taking  into
account services and the costs and promptness of executions.  Some of the Fund's
purchases  and sales of  investments  will be made  directly  with  dealers  and
market-makers,  usually without brokerage  commissions.  In other cases the Fund
will use a broker-dealer  and will pay commissions.  In many foreign  countries,
commission rates are fixed by governmental or exchange regulation or by industry
agreement,  and  may be  higher  or  lower  than  those  charged  on  comparable
transactions in the United States. There currently is no agreement or commitment
to place orders with any dealer, market-maker or broker-dealer.  The Fund in the
past had directed certain portfolio transactions to World Money Securities, Inc.
("WMS"), its wholly owned broker-dealer subsidiary. In 1996, the Fund liquidated
and  dissolved  WMS and has no  current  intention  of  having  a  broker-dealer
subsidiary  in the  future.  Please  see the  chart  below  for  information  on
commissions paid by the Portfolios.

--------------------------------------------------------------------------------
                        PORTFOLIO COMMISSIONS & TURNOVER
--------------------------------------------------------------------------------

     Each  Portfolio  paid  the  following  commissions  and had  the  following
portfolio turnover rates during the last three fiscal years:

                                  ----------------------------------------------
                                           Fiscal Year Ended January 31
                                  ----------------------------------------------
                                       2000            1999            1998
                                  --------------   ------------   --------------

Total commissions paid
   Permanent Portfolio............    $ 12,369       $ 21,592       $ 10,997
   Treasury Bill Portfolio........           0              0              0
   Versatile Bond Portfolio.......           0              0              0
   Aggressive Growth Portfolio....      10,368          8,978            460

Portfolio turnover rate
   Permanent Portfolio ...........      23.75%         14.05%          7.66%
   Treasury Bill Portfolio........         N/A            N/A            N/A
   Versatile Bond Portfolio.......      59.52%         68.21%         55.53%
   Aggressive Growth Portfolio....       9.38%          2.73%          2.15%
<PAGE>

     Neither the Fund's Board of  Directors,  its  officers  nor the  Investment
Adviser intends to request research,  statistical,  securities  pricing or other
related services from any broker-dealer  beyond what the broker-dealer  provides
to its customers generally, nor will the Fund's Board of Directors, its officers
or the  Investment  Adviser pay any broker  additional  commissions on portfolio
transactions  as an  inducement  to sell Fund shares.  Nevertheless,  the Fund's
officers  may, in  circumstances  in which two or more  broker-dealers  are in a
position to offer  comparable  prices and  execution,  give  preference to those
which have provided  research,  statistical and related  services to the Fund or
the  Investment  Adviser for the  benefit of the Fund.  The  Investment  Adviser
believes  that while  research  and  related  services  may be useful in varying
degrees, they are of indeterminable value and may or may not reduce the expenses
of the Investment Adviser.

     The Fund's Board of Directors  does not consider  that it has an obligation
to obtain  the  lowest  available  commission  rate with  respect  to  portfolio
transactions to the exclusion of price, service and qualitative  considerations.
Nevertheless,  the  officers  of  the  Fund  and  the  general  partners  of the
Investment  Adviser are  authorized  to  negotiate  payment  only for  brokerage
services  rendered and not for  research,  statistical  or other  services.  The
Fund's Board of  Directors  does not  authorize  the payment of  commissions  to
brokers in  recognition  of their having  provided such  services,  in excess of
commissions other qualified  brokers would have charged for handling  comparable
transactions.

TRANSFER AND DIVIDEND-DISBURSING AGENT

     The Fund's  transfer  and dividend  disbursing-agent  is Chase Global Funds
Services  Company,  P.O. Box 2798,  Boston,  Massachusetts  02208 (the "Transfer
Agent"),   telephone  number  (800) 341-8900  (from  outside  Massachusetts)  or
(617) 557-8000.

     The  Transfer  Agent  maintains  the records of each  Shareholder  Account,
answers shareholders'  inquiries concerning their accounts,  processes purchases
and redemptions of the Fund's shares, acts as dividend and disbursing agent, and
performs other related shareholder service functions.  See "Redemption of Shares
By the Fund-In-Kind Redemptions."

     The Investment  Adviser pays all customary fees and charges of the Transfer
Agent  incurred  by  the  Fund  (See  "Management-Investment   Adviser"  in  the
Prospectus).

CUSTODIAN

     The Fund's custodian is State Street Bank and Trust Company, P.O. Box 1713,
Boston, Massachusetts 02105 (the "Custodian").

     The Custodian  receives and deposits  cash,  holds all securities and other
evidences of investments of the Fund, receives and delivers securities and other
investments  bought or sold by the Fund,  and receives and collects  income from
the Fund's investments. From time to time, but only upon direction of the Fund's
management, some of the Fund's assets may be held in the London, Zurich or other
foreign offices of the Custodian's  sub-custodians  or foreign  custodians which
are  qualified  to act as such  under the  Investment  Company  Act of 1940,  in
accordance with Rule 17f-5 thereunder.

     The custodial  agreement  between the Fund and the  Custodian  requires the
Custodian  to hold the  Fund's  assets  in  strict  segregation;  the  custodial
agreement  prohibits  commingling  of the Fund's assets with assets owned by the
Custodian,  and it requires  the  Custodian  to receive and  maintain the Fund's
assets in a form and  condition  that would make them  readily  identifiable  as
customer property in an audit or in the event that the Fund appoints a successor
custodian.

     In executing portfolio transactions, the Custodian acts as an agent for the
Fund but has no part in the management or investment decisions of the Fund or in
the Fund's general  administration.  The Custodian does not provide  trusteeship
protection or protection for investors against possible depreciation of assets.
<PAGE>

     The Investment Adviser pays all customary fees and charges of the Custodian
incurred by the Fund (See "Management-Investment Adviser" in the Prospectus).

GENERAL INFORMATION

Capitalization

     The Fund's present authorized  capitalization is 500,000,000 shares,  $.001
par value per share,  divided into two classes  consisting of 150,000,000 shares
of preferred stock and 350,000,000 shares of common stock. The Fund is currently
authorized  and has  registered to issue an  indefinite  number of shares of its
common  stock in the  following  series:  100,000,000  shares  in the  Permanent
Portfolio;  100,000,000 shares in the Treasury Bill Portfolio; 10,000,000 in the
Versatile  Bond  Portfolio;  and  25,000,000  shares  in the  Aggressive  Growth
Portfolio.  The Fund has not registered  the sale of any of its preferred  stock
and has no plan to do so. Upon  issuance and sale,  shares of the Fund are fully
paid and nonassessable,  have no preemptive rights and are freely  transferable.
Shareholders may require  redemption of their shares.  See "Redemption of Shares
By the Fund."

     Holders of shares in each Portfolio are entitled to vote  separately on any
change in the Fund's  investment  policy,  as provided  in Section  13(a) of the
Investment  Company Act and on all matters on which the Investment  Company Act,
other applicable law or the Articles of Incorporation of the Fund require a vote
by Portfolios.  Otherwise,  all Fund shareholders have equal voting rights, vote
as a single class and are entitled to one vote per share.

     The Fund will hold an annual  meeting  of its  shareholders  in any year in
which an annual  meeting is  required  under  Maryland  law and the  charter and
bylaws of the Fund.  Maryland law and the Fund's bylaws provide that the Fund is
not  required  to hold an annual  meeting in any year in which the  election  of
directors is not required to be acted upon under the  Investment  Company Act of
1940.  In any year in which the election of  directors  is not  presented to its
shareholders,  the Fund will call a meeting of  shareholders  for the purpose of
voting upon the  question of removal of any  director if requested in writing so
to do by the record holders of not less than 10% of its  outstanding  shares and
assist with shareholder communications as required.

     The Fund has no other securities  outstanding.  However,  from time to time
the Board of Directors  may  authorize  the Fund to issue  additional  shares of
common or preferred  stock, in series,  with such rights and preferences as will
be  determined  by the Board of Directors in  authorizing  any such shares.  Any
offering  or sale by the Fund of shares of  additional  series or classes to the
public  would be subject to  effective  registration  of the shares as necessary
under federal and state securities laws.

Income Equalization Accounting

     The Fund follows an accounting  practice known variously as  "equalization"
or  "income  equalization."  When a share  in a  Portfolio  is  purchased  by an
investor, the Portfolio's undistributed income account is increased by an amount
equal to the Portfolio's  undistributed  income per share immediately before the
purchase. When a share is redeemed, the Portfolio's undistributed income account
is  decreased  by an amount equal to the  Portfolio's  undistributed  income per
share  immediately  before the  redemption.  The  effect of income  equalization
accounting,  and the Fund's  purpose for using it, is to prevent  purchases  and
redemptions from influencing a Portfolio's undistributed net income per share.

Calculations of Performance Data

     From time to time the Fund in accordance  with  applicable  regulations may
advertise  performance data or reprint  material from the Fund's  consultants or
other  investment  authors  which  contain  performance  data or represent  that
consultant's  or author's  views on such  matters as portfolio  strategy,  basic
trends in domestic and international  finance and on the criteria for evaluating
and  holding  investments.  In  addition,  fund  performance  may be compared to
statistical  information and well-known indices of market  performance,  such as
those  included  in  Appendices  A  and  B  as  described   below.   Please  see
"Consultants" in the Prospectus for additional  information regarding the Fund's
consultants and material authored by them.
<PAGE>

     Dollar Assets.  Attached to this SAI as Appendix A are two tables that show
the historical  performance of various types of dollar assets from December 1981
to January 2000. The dollar assets and their respective  sources of data are the
following:  30-year U.S.  Treasury bonds  ("T-Bonds"),  coupon-equivalent  yield
reported  by Bank of America;  20-year  U.S.  Government  Agency  bonds  through
January  1995 and 30-Year U.S.  Government  Agency  bonds  through  January 1999
("Agency  Bonds"),   coupon-equivalent   yield  reported  by  Bank  of  America;
short-term,    high-grade   corporate   bonds   ("STHG   Bonds"),   average   of
coupon-equivalent yields for corporate bonds with maturities of one to two years
and rated "A" or higher by  Standard  & Poor's  included  in the  Salomon  Smith
Barney  Broad  Investment-Grade  (BIG) Bond Index;  91-day U.S.  Treasury  bills
("T-Bills"),  bank discount rate thereon reported by the Federal Reserve System;
3-month  banker's  acceptances  ("Acceptances"),   bank  discount  rate  thereon
reported by Bank of America;  3-month bank certificates of deposit ("CDs"), bank
discount  rate  thereon  reported  by  Bank  of  America;  overnight  repurchase
agreements for U.S. Government securities ("Repos"),  bank discount rate thereon
reported by Bank of America.

     Table 1 shows, as of the last business day of each month in the period, for
T-Bonds,   Agency   Bonds   and  STHG   Bonds,   the   respective   instrument's
coupon-equivalent  yield and annual  yield and the  current  market  price of an
instrument  whose market price was 100 at the end of the  preceding  month ("Old
Bond  Price").  Table 2 shows,  as of the last business day of each month in the
period,  the bank  discount  rate,  the annual  yield and the  market  price for
T-Bills,  Acceptances  and CDs and the bank  discount  rate and annual yield for
Repos.  All  calculations of annual yields assume  reinvestment of all interest.
For STHG Bonds,  the calculation of Old Bond Price assumes a term to maturity of
18 months.

     Stocks.  Attached  to this SAI as  Appendix B is a table that shows the Dow
Jones  Industrial  Average and the  Standard & Poor's 500 Stock Index daily from
January 2, 1990 through January 31, 2000.

     The results  shown below do not  represent or guarantee the gain or loss to
be realized from an investment in the Fund. The investment  return and principal
value of an investment in the Fund will fluctuate so that an investor's  shares,
when redeemed, may be worth more or less than their original cost.

     The following tables show the average annual total return for the Permanent
Portfolio,  the Treasury Bill  Portfolio,  the Versatile  Bond Portfolio and the
Aggressive Growth Portfolio,  assuming hypothetical initial investment in shares
of $1,000,  reinvestment  of all dividends and  distributions,  deduction of all
fees and expenses  except the $35 one-time  account  start-up  fee, and complete
redemption  of the  investment  at  the  end of  the  respective  periods.  Such
calculations were made according to the following formula:  P(1+T)n = ERV, where
P = a hypothetical  initial  investment in shares of $1,000,  T = average annual
total return,  n = number of years and ERV = ending  redeemable value at the end
of the respective  period of a hypothetical  $1,000 investment in shares made at
the beginning of the respective period.

--------------------------------------------------------------------------------
Permanent Portfolio
--------------------------------------------------------------------------------
 1 year ended January 31, 2000                (1.16)%
 5 years ended January 31, 2000                 4.90%
10 years ended January 31, 2000                 4.42%
15 years ended January 31, 2000                 5.46%
17 years 62 days ended January 31, 2000         4.52%
--------------------------------------------------------------------------------
Treasury Bill Portfolio
--------------------------------------------------------------------------------
 1 year ended January 31, 2000                  3.65%
 5 years ended January 31, 2000                 4.15%
10 years ended January 31, 2000                 4.10%
12 years 250 days ended January 31, 2000        4.59%
--------------------------------------------------------------------------------
Versatile Bond Portfolio
--------------------------------------------------------------------------------
 1 year ended January 31, 2000                  3.13%
 5 years ended January 31, 2000                 4.92%
 8 years 127 days ended January 31, 2000        4.52%
--------------------------------------------------------------------------------
Aggressive Growth Portfolio
--------------------------------------------------------------------------------
 1 year ended January 31, 2000                 20.89%
 5 years ended January 31, 2000                23.83%
10 years ended January 31, 2000                16.94%
10 years 29 days ended January 31, 2000        16.79%

<PAGE>

     The yield and  effective  yield for the  Treasury  Bill  Portfolio  for the
seven-day  period  ended  January 31, 2000,  was 3.07% and 3.12%,  respectively,
assuming a hypothetical preexisting account having a balance of one share at the
beginning of the period,  reinvestment of all dividends and distributions during
the  period,  deduction  of  the  $1.50  monthly  account  maintenance  fees  in
proportion  to the  length of the base  period and  relative  to the size of the
account but not deduction of the $35 one-time account start-up fee, and dividing
the  difference  by the value of the account at the beginning of the base period
to obtain the base period  return.  For yield,  that return is  annualized;  for
effective yield, that return is annualized and compounded.

     The yield on the Versatile Bond Portfolio will be based on a 30-day (or one
month) period and will be computed by dividing the net investment  income (i.e.,
dividends and interest  earned  during the period less expenses  accrued for the
period,  net of  reimbursements)  per share earned  during the period by the net
asset value per share on the last day of the period, using the average number of
shares  outstanding  during the  period,  deducting  the $1.50  monthly  account
maintenance  fees in proportion to the length of the base period and relative to
the size of the account but not deducting the $35 one-time account start-up fee,
and then annualizing the result. The yield on the Versatile Bond Portfolio as so
computed for the 30 days ended January 31, 2000 was 4.47%.

After-Tax Returns

     The foregoing  calculations of return and yield are made in conformity with
federal  securities  rules  of  uniform  application  to  investment   companies
regarding  the  calculation  of  performance  data.  Such rules do not take into
effect potential federal income tax effects,  and as a consequence,  the returns
and yield set forth do not represent after-tax returns.

     For  investors  subject  to federal  income  tax,  the Fund's tax  planning
policies  described  in the  Prospectus  under  "Distributions  and  Taxes"  may
increase an investor's  after-tax  return.  Such policies  operate  generally to
defer and not eliminate the payment of federal income tax.

     For example,  a direct  investment in a  fixed-dollar  instrument  yielding
currently  taxable  interest or  dividends  will  result in an  investor  paying
current tax on the entire amount of such interest or dividends without regard to
the amount  withdrawn  in a given year.  By  contrast,  the Fund's tax  planning
policies  allow a portion  of the  Fund's  return to be added to the  redemption
value of its shares which  additions  are taxable to a  shareholder  only at the
time he redeems his shares. If an investor redeems only a portion of his shares,
the tax deferral continues for the rest.

     The successful implementation of such deferral policies can have the effect
of deferring an investor's current exposure to tax under a Systematic Withdrawal
Program. For example, an investor who adopts a strategy of withdrawing each year
an amount  equal to all of the  earnings on his  investment  in the Fund will be
taxed only on that portion of the withdrawal representing deferred gain, and the
rest will come as a tax-free  return of capital,  thus giving the investor  more
spendable  after-tax  cash.  Similar  benefits can be achieved  year after year.
Investors should note,  however,  that these benefits are achieved by deferring,
not eliminating, the payment of taxes. Thus, the overall benefit may be small if
the  investor  holds all of  his shares  for  only a few years.  When he redeems
shares,  the  deferral  comes to an end and the  deferred  gains on those shares
become taxable.

     The  advantage  increases if the investor  lets his gains  accumulate.  The
share value can grow year by year, compounding free of current tax until the day
the investor chooses to redeem. Letting gains accumulate also gives the investor
greater  flexibility  in his personal tax planning.  If the investor is in a low
tax bracket in a later year he can redeem his appreciated  shares in the Fund to
take advantage of the lower tax bracket.

     If the investor uses the Fund as an estate  planning tool, the  accumulated
gains may never be subject to income tax.  Generally,  when an investment passes
to the investor's heirs on his death, all potential liability for tax on capital
gains  is left  behind.  His  heirs  get a  stepped-up  basis  and can  sell the
investment  without  paying  tax  on the  appreciation  accumulated  during  the
investor's lifetime.
<PAGE>

     Of course,  while the tax-planning  advantages of an investment in the Fund
may be substantial,  in practice,  investment yields fluctuate, and it cannot be
known in advance what portion of its income a Portfolio  will add to share value
each year (it is unlikely to add all of it) and what portion the Portfolio  will
pay  out  in  ordinary  dividends.  Also,  other  investments  may  earn  higher
before-tax returns by accepting risks that the Fund avoids.

FINANCIAL STATEMENTS

     The  financial  statements of the Fund as of and for the year ended January
31, 2000 are  incorporated  by reference.  Such financial  statements  have been
audited by Tait,  Weller & Baker,  independent  auditors,  as set forth in their
report thereon included  therein,  and are incorporated by reference in reliance
upon such report given upon the  authority of such firm as experts in accounting
and auditing.  The report of Tait,  Weller & Baker,  dated February 25, 2000, on
the aforementioned  financial  statements and financial  highlights  contains an
explanatory paragraph that states that the Securities and Exchange Commission is
involved in public  administrative and cease-and-desist  proceedings against the
Fund's  Investment  Adviser and one (formerly  two) of the Fund's  directors and
officers.

     For all periods ending prior to February 1, 1999, the statements of changes
in net assets,  financial highlights and capital stock transactions  included in
Note 7 of the  financial  statements  were  audited  by  KPMG  LLP,  independent
auditors,  as set  forth  in  their  report  thereon  included  therein  and are
indicated  herein in reliance  upon such report given upon the authority of such
firm as experts in accounting and auditing.  The report of KPMG LLP, dated March
12, 1999, contained an explanatory paragraph that states that the Securities and
Exchange  Commission is involved in public  administrative and  cease-and-desist
proceedings  against  the  Fund's  investment  adviser  and  two of  the  Fund's
directors and officers.

     The Fund will furnish,  without charge,  a copy of the Fund's Annual Report
to  Shareholders  for the  year  ended  January  31,  2000,  on  request  to the
Investor's Information Office listed on the front cover.







No person is authorized to give any  information  or to make any  representation
not contained in this  Statement of Additional  Information or in the Prospectus
in connection with the matters  described herein and therein.  If given or made,
such  information  or  representation  must not be relied  upon as  having  been
authorized.
<PAGE>



                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                                 ANNUAL REPORT






                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Permanent Portfolio Family of Funds, Inc.

We have audited the accompanying statements of assets and liabilities, including
the  schedules of  investments,  of Permanent  Portfolio  Family of Funds,  Inc.
(comprising, respectively, the Permanent Portfolio, the Treasury Bill Portfolio,
the Versatile Bond Portfolio and the Aggressive Growth Portfolio), as of January
31, 2000, and the related statements of operations and changes in net assets and
financial  highlights for the year then ended.  These  financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial  highlights  based on our  audits.  For all  periods  ending  prior to
February 1, 1999, the statements of changes in net assets, financial  highlights
and capital stock transactions included in Note 7 were audited by other auditors
whose  report dated March 12, 1999,  expressed  an  unqualified  opinion on this
information and whose report contained an explanatory paragraph that stated that
the Securities and Exchange Commission is involved in public  administrative and
cease-and-desist  proceedings  against the Fund's investment  adviser and two of
the Fund's directors and officers.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures  included  confirmation  of investments  owned as of
January 31, 2000, by  correspondence  with the  custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the respective portfolios  constituting  Permanent Portfolio Family of Funds,
Inc. as of January 31,  2000,  the results of their  operations,  the changes in
their net assets and their  financial  highlights  for the year then  ended,  in
conformity with generally accepted accounting principles.

As discussed in Note 8 to the financial statements,  the Securities and Exchange
Commission is involved in public administrative and cease-and-desist proceedings
against  the Fund's  investment  adviser  and one  (formerly  two) of the Fund's
directors and officers.
                                                            Tait, Weller & Baker

Philadelphia, Pennsylvania
February 25, 2000




<PAGE>




                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                      STATEMENTS OF ASSETS AND LIABILITIES
                                January 31, 2000




                             ASSETS AND LIABILITIES


ASSETS
Investments  at  market  value  (Notes 1, 2, 5 & 6):
  Investments  other  than securities:
     Gold assets  ..............................................................
     Silver assets  ............................................................


  Swiss franc bonds  ...........................................................
  Stocks of United States and foreign real estate and natural resource companies
  Aggressive growth stock investments  .........................................
  Corporate bonds  .............................................................
  United States Treasury securities  ...........................................

     Total  investments (identified  cost $56,266,373;  $80,057,149; $17,895,873
       and $9,125,226, respectively)

Cash  ..........................................................................
Accounts receivable for shares of the portfolio sold  ..........................
Accrued interest, dividends and foreign taxes receivable  ......................


     Total assets


LIABILITIES
Bank overdraft  ................................................................
Accounts payable for shares of the portfolio redeemed  .........................
Accounts payable for investments purchased .....................................
Accrued investment advisory fee  ...............................................
Accrued directors' and officers' fees and expenses  ............................
Accrued excise tax  ............................................................

     Total liabilities

     Net assets applicable to outstanding shares

                                   NET ASSETS
Capital stock - par value $.001 per share:
  Authorized - 100,000,000; 100,000,000; 10,000,000 and 25,000,000 shares,
     respectively
  Outstanding - 3,254,445; 1,194,155; 309,429 and 286,295 shares,
     respectively  .............................................................

Paid-in capital  ...............................................................


Undistributed net investment income (loss) (Note 1)  ...........................
Accumulated net realized gain (loss) on investments  ...........................
Accumulated net realized loss on foreign currency transactions..................
Net unrealized appreciation (depreciation) of investments ......................
Net unrealized depreciation on translation of assets and liabilities in foreign
  currencies  ..................................................................

     Net assets applicable to outstanding shares

     Net asset value per share



                             See accompanying notes.
<PAGE>







<TABLE>
<CAPTION>


       Permanent Portfolio     Treasury Bill Portfolio     Versatile Bond Portfolio     Aggressive Growth Portfolio
       -------------------     -----------------------     ------------------------     ---------------------------
<S>       <C>                       <C>                         <C>                            <C>


          $ 11,473,875              $          -                $           -                  $          -
             3,058,788                         -                            -                             -
          ------------              ------------                -------------                  ------------
            14,532,663                         -                            -                             -
             5,343,551                         -                            -                             -
             8,584,126                         -                            -                             -
             9,106,930                         -                            -                    24,019,386
             2,614,380                         -                   16,510,460                             -
            16,691,048                80,028,000                    1,234,911                        49,985
          ------------              ------------                -------------                  ------------

            56,872,698                80,028,000                   17,745,371                    24,069,371

               636,801                         -                       21,233                        18,064
                 2,496                   131,324                            -                        64,000
               473,696                 1,372,324                      331,800                         5,390
          ------------              ------------                -------------                  ------------

            57,985,691                81,531,648                   18,098,404                    24,156,825



                     -                   257,880                            -                             -
               100,265                    25,582                          105                       108,256
             1,003,573                         -                            -                             -
                53,419                    42,588                       11,298                        20,420
                31,413                    39,925                        7,905                         8,644
                24,363                   106,308                       14,487                        82,000
          ------------              ------------                -------------                  ------------
             1,213,033                   472,283                       33,795                       219,320
          ------------              ------------                -------------                  ------------
          $ 56,772,658              $ 81,059,365                $  18,064,609                  $ 23,937,505
          ============              ============                =============                  ============





          $      3,254              $      1,194                $         309                  $        286

            47,611,097                81,253,103                   17,781,905                     7,101,164
          ------------              ------------                -------------                  ------------
            47,614,351                81,254,297                   17,782,214                     7,101,450
             7,437,661                     6,209                      615,981                      (200,014)
             1,422,779                  (171,992)                    (183,084)                    2,091,924
              (268,067)                        -                            -                             -
               606,325                   (29,149)                    (150,502)                   14,944,145

               (40,391)                        -                            -                             -
          ------------              ------------                -------------                  ------------
          $ 56,772,658              $ 81,059,365                $  18,064,609                  $ 23,937,505
          ============              ============                =============                  ============
             $17.44                    $67.88                       $58.38                        $83.61
             ======                    ======                       ======                        ======
</TABLE>

<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            STATEMENTS OF OPERATIONS
                           Year ended January 31, 2000






Investment income (Note 1):
  Interest  ....................................................................
  Dividends  ...................................................................


Expenses (Notes 3 & 8):
  Investment advisory fee  .....................................................
  Directors' fees and expenses  ................................................
  Officers' salary expense  ....................................................
  Excise tax  ..................................................................
  Regulatory expense  ..........................................................

  Total expenses
  Less waiver of investment advisory fee  ......................................

    Net expenses


Net investment income (loss)

Realized and unrealized gain (loss)on investments and foreign currency
  (Notes 1, 2, 5 & 6):
Net realized gain (loss) on:
  Investments in unaffiliated issuers...........................................
  Investments other than securities.............................................
  Foreign currency transactions.................................................



Change in unrealized appreciation (depreciation) of:
  Investments  .................................................................
  Translation of assets and liabilities in foreign currencies  .................


Net realized and unrealized gain (loss) on investments
  and foreign currency
Net increase (decrease) in net assets resulting
  from operations













                             See accompanying notes.
<PAGE>

<TABLE>
<CAPTION>





      Permanent Portfolio      Treasury Bill Portfolio     Versatile Bond Portfolio      Aggressive Growth Portfolio
      -------------------      -----------------------     ------------------------      ---------------------------
<S>       <C>                       <C>                         <C>                            <C>
          $  1,875,377              $  4,143,429                $   1,059,670                  $     13,111
               494,741                         -                            -                       147,084
          ------------              ------------                -------------                  ------------
             2,370,118                 4,143,429                    1,059,670                       160,195

               687,246                   986,608                      226,329                       251,511
                64,215                    92,398                       21,030                        26,732
                58,043                    83,498                       19,007                        21,421
                24,363                   106,308                       14,487                        82,000
                69,042                    64,335                        1,627                         7,910
          ------------              ------------                -------------                  ------------
               902,909                 1,333,147                      282,480                       389,574
                     -                   436,923                       75,751                             -
          ------------              ------------                -------------                  ------------
               902,909                   896,224                      206,729                       389,574
          ------------              ------------                -------------                  ------------

             1,467,209                 3,247,205                      852,941                      (229,379)
          ------------              ------------                -------------                  ------------



             3,074,982                    (3,573)                     (43,072)                    2,116,581
            (1,614,304)                        -                            -                             -
              (268,067)                        -                            -                             -
          ------------              ------------                -------------                  ------------
             1,192,611                    (3,573)                     (43,072)                    2,116,581


            (3,335,857)                  (34,067)                    (184,947)                    2,385,745
               (37,472)                        -                            -                             -
          ------------              ------------                -------------                  ------------


            (2,180,718)                  (37,640)                    (228,019)                    4,502,326
          ------------              ------------                -------------                  ------------
          $   (713,509)             $  3,209,565                $     624,922                  $  4,272,947
          ============              ============                =============                  ============
</TABLE>


<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                       STATEMENTS OF CHANGES IN NET ASSETS






<TABLE>
<CAPTION>
                                                                                              Permanent Portfolio
                                                                                     -----------------------------------
                                                                                        Year ended         Year ended
                                                                                     January 31, 2000   January 31, 1999
                                                                                     ----------------   ----------------
<S>                                                                                    <C>                <C>
Operations:
  Net investment income (loss)  ..............................................         $  1,467,209       $  1,709,831
  Net realized gain (loss) on investments  ...................................            1,460,678          2,418,508
  Net realized loss on foreign currency transactions  ........................             (268,067)          (162,612)
  Change in unrealized appreciation (depreciation) of investments ............           (3,335,857)        (2,399,261)
  Change in unrealized appreciation (depreciation) on translation of
     assets and liabilities in foreign currencies  ...........................              (37,472)            33,472
                                                                                       ------------       ------------
Net increase (decease) in net assets resulting from operations                             (713,509)         1,599,938

Equalization on shares issued and redeemed:  .................................             (732,742)          (313,988)

Distributions to shareholders from:
  Net investment income  .....................................................             (924,178)          (691,911)
  Net realized gain on investments  ..........................................           (2,454,747)        (2,212,316)

Capital stock transactions exclusive of amounts allocated to undistributed
  net investment income (Note 7):  ...........................................           (5,256,951)        (2,625,499)
                                                                                       ------------       ------------
Net increase (decrease) in net assets                                                   (10,082,127)        (4,243,776)

Net assets at beginning of year                                                          66,854,785         71,098,561
                                                                                       ------------       ------------

Net assets at end of year (including undistributed net investment income
  (loss) of $7,437,661 and $7,414,839; $6,209 and $(120,246); $615,981
  and $1,372,050; $(200,014) and $(202,864), respectively)                             $ 56,772,658       $ 66,854,785
                                                                                       ============       ============

</TABLE>























                             See accompanying notes.
<PAGE>









<TABLE>
<CAPTION>
       Treasury Bill Portfolio                Versatile Bond Portfolio                Aggressive Growth Portfolio
----------------------------------      -----------------------------------      -------------------------------------
   Year ended        Year ended            Year ended         Year ended            Year ended           Year ended
January 31, 2000  January 31, 1999      January 31, 2000   January 31, 1999      January 31, 2000     January 31, 1999
----------------  ----------------      ----------------   ----------------      ----------------     ----------------
<S><C>              <C>                   <C>                <C>                   <C>                  <C>

  $  3,247,205      $  3,746,712          $    852,941       $  1,023,748          $   (229,379)        $   (132,689)
        (3,573)           (7,146)              (43,072)             3,227             2,116,581               68,336
             -                 -                     -                  -                     -                    -
       (34,067)           (6,913)             (184,947)           (63,398)            2,385,745            4,132,624

             -                 -                     -                  -                     -                    -
  ------------      ------------          ------------       ------------          ------------         ------------
     3,209,565         3,732,653               624,922            963,577             4,272,947            4,068,271

      (455,251)         (329,728)             (702,166)          (224,680)                    -                    -


    (2,832,534)       (2,854,801)             (481,767)          (616,185)                    -                    -
             -                 -                     -                  -                     -                    -


   (11,957,645)       (1,652,736)           (5,753,747)           899,737            (2,099,687)          (2,259,519)
  ------------      ------------          ------------       ------------          ------------         ------------
   (12,035,865)       (1,104,612)           (6,312,758)         1,022,449             2,173,260            1,808,752

    93,095,230        94,199,842            24,377,367         23,354,918            21,764,245           19,955,493
  ------------      ------------          ------------       ------------          ------------         ------------



  $ 81,059,365      $ 93,095,230          $ 18,064,609       $ 24,377,367          $ 23,937,505         $ 21,764,245
  ============      ============          ============       ============          ============         ============

</TABLE>
<PAGE>
<TABLE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                             THE PERMANENT PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                January 31, 2000



<CAPTION>

     Quantity                                                                                          Market Value
-----------------                                                                                      ------------
  <C>                <S>                                                                               <C>

                     GOLD ASSETS - 20.21% of Total Net Assets
  11,613 Troy Oz.     Gold bullion (a)  .........................................................      $  3,288,710

  27,883 Coins        One-ounce gold coins (a) ..................................................         8,137,654

   4,297 Units        United States Gold Trust (a)(b) ...........................................            47,511
                                                                                                       ------------

                        Total Gold Assets (Cost $14,043,295)                                           $ 11,473,875
                                                                                                       ------------
                     SILVER ASSETS - 5.39% of Total Net Assets
 321,246 Troy Oz.     Silver bullion (a) ........................................................      $  1,697,783

     379 Bags         Silver coins (a) ..........................................................         1,361,005
                                                                                                       ------------

                        Total Silver Assets (Cost $2,994,572)                                          $  3,058,788
                                                                                                       ------------
</TABLE>
<TABLE>

<CAPTION>
Principal Amount     SWISS FRANC ASSETS - 9.41% of Total Net Assets
----------------
 <C>                  <S>                                                                              <C>
 CHF 3,900,000        6.500% Swiss Confederation bonds, 04-10-04 ................................      $  2,671,184
 CHF 4,000,000        5.500% Swiss Confederation bonds, 01-06-05 ................................         2,672,367
                                                                                                       ------------

                        Total Swiss Franc Assets (Cost $5,830,906)                                     $  5,343,551
                                                                                                       ------------
</TABLE>
<TABLE>

<CAPTION>
       Number        STOCKS OF UNITED STATES AND FOREIGN REAL ESTATE AND NATURAL
      Of Shares      RESOURCE COMPANIES - 15.12% of Total Net Assets
      ---------
        <C>          <S>                                                                               <C>
                     NATURAL RESOURCES - 6.89% of Total Net Assets
        20,000        Broken Hill Proprietary, Ltd. (c) .........................................      $    473,750
        12,000        Burlington Resources, Inc. ................................................           384,750
        30,000        Forest Oil Corporation (a) ................................................           300,000
        25,000        Inco, Ltd.(a)..............................................................           475,000
         8,000        Phelps Dodge Corporation ..................................................           465,000
        25,000        Pogo Producing Company ....................................................           564,063
        50,000        Santa Fe Energy Resources, Inc. (a)  ......................................           365,625
         8,000        Texaco, Inc. ..............................................................           423,000
         8,000        Weyerhaeuser Company  .....................................................           459,000
                                                                                                       ------------
                                                                                                       $  3,910,188
</TABLE>













                          Continued on following page.
<PAGE>

<TABLE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                             THE PERMANENT PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                January 31, 2000



<CAPTION>
  Number
 Of Shares                                                                                             Market Value
 ---------                                                                                             ------------
  <C>               <S>                                                                                 <C>
                    REAL ESTATE - 8.23% of Total Net Assets
  22,000             Archstone Communities Trust ................................................       $   441,375
  20,000             BRE Properties, Inc. Class A ...............................................           440,000
  31,000             Burnham Pacific Properties, Inc. ...........................................           279,000
  20,000             Federal Realty Investment Trust ............................................           398,750
  35,000             IRT Property Company .......................................................           288,750
  18,000             MGI Properties .............................................................            92,250
  21,000             New Plan Excel Realty Trust, Inc............................................           343,875
  22,000             Pennsylvania Real Estate Investment Trust ..................................           374,000
  11,000             Texas Pacific Land Trust ...................................................           448,938
  40,000             United Dominion Realty Trust, Inc. .........................................           385,000
  29,000             Urstadt Biddle Properties, Inc..............................................           203,000
  29,000             Urstadt Biddle Properties, Inc. Class A.....................................           210,250
  30,000             Washington Real Estate Investment Trust ....................................           465,000
  30,000             Western Investment Real Estate Trust .......................................           303,750
                                                                                                        -----------
                                                                                                        $ 4,673,938
                                                                                                        -----------
                       Total Stocks of United States and Foreign Real Estate and Natural
                       Resource Companies (Cost $6,044,755)                                             $ 8,584,126
                                                                                                        -----------

                     AGGRESSIVE GROWTH STOCK INVESTMENTS - 16.04% of Total Net Assets


                     CHEMICALS - .67% of Total Net Assets
   7,000              Air Products & Chemicals, Inc.  ...........................................       $   207,375
  10,000              Wellman, Inc. .............................................................           173,750
                                                                                                        -----------
                                                                                                        $   381,125
                     COMPUTER SOFTWARE - 3.78% of Total Net Assets
   6,000              Autodesk, Inc. ............................................................       $   183,375
       1              Symantec Corporation warrant (a)(d) .......................................         1,962,342
                                                                                                        -----------
                                                                                                        $ 2,145,717
                     CONSTRUCTION - .18% of Total Net Assets
   9,000              Johns Manville Corporation ................................................       $   100,688
                                                                                                        -----------
                                                                                                        $   100,688

</TABLE>













                          Continued on following page.
<PAGE>
<TABLE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                             THE PERMANENT PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                January 31, 2000



<CAPTION>
  Number
 Of Shares                                                                                             Market Value
 ---------                                                                                             ------------
  <C>                <S>                                                                                <C>
                     DATA PROCESSING - .73% of Total Net Assets
   2,000              Hewlett-Packard Company ...................................................       $   216,500
   5,000              Seagate Technology, Inc. (a) ..............................................           200,313
                                                                                                        -----------
                                                                                                        $   416,813
                     ELECTRICAL AND ELECTRONICS - .81% of Total Net Assets
   2,000              Intel Corporation  ........................................................       $   197,875
   5,000              National Semiconductor Corporation (a) ....................................           262,500
                                                                                                        -----------
                                                                                                        $   460,375
                     ENTERTAINMENT AND LEISURE - 1.62% of Total Net Assets
   6,000              Disney (Walt) Company  ....................................................       $   217,875
   3,000              Harcourt General, Inc.  ...................................................           120,000
  10,000              Harrah's Entertainment, Inc. (a)  .........................................           199,375
  20,000              Hilton Hotels Corporation (a) .............................................           168,750
   5,000              Tribune Company  ..........................................................           210,938
                                                                                                        -----------
                                                                                                        $   916,938
                     FINANCIAL SERVICES - 2.52% of Total Net Assets
   6,000              Bank of New York, Inc. ....................................................       $   243,750
  14,386              Bank of Petaluma ... ......................................................           359,650
   5,000              Bear Stearns Companies, Inc.  .............................................           206,250
   3,000              Morgan Stanley Dean Witter & Company  .....................................           198,750
   5,000              Schwab (Charles) Corporation  .............................................           180,313
   3,000              State Street Corporation  .................................................           240,563
                                                                                                        -----------
                                                                                                        $ 1,429,276
                     MANUFACTURING - 2.33% of Total Net Assets
   3,000              Harley-Davidson, Inc. .....................................................       $   210,563
   4,000              Illinois Tool Works, Inc.  ................................................           234,000
  15,000              Mattel, Inc.  .............................................................           156,563
   2,000              NACCO Industries, Inc. Class A  ...........................................           101,500
   8,000              NACCO Industries, Inc. Class B  ...........................................           406,000
   5,000              Parker-Hannifin Corporation  ..............................................           216,250
                                                                                                        -----------
                                                                                                        $ 1,324,876

</TABLE>








                          Continued on following page.
<PAGE>
<TABLE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                             THE PERMANENT PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                January 31, 2000



<CAPTION>
   Number
  Of Shares                                                                                            Market Value
  ---------                                                                                            ------------
   <C>              <S>                                                                                 <C>
                    OIL AND OILFIELD SERVICES - .72% of Total Net Assets
   40,000            Frontier Oil Corporation (a)  ..............................................       $   305,000
   30,000            Parker Drilling Company (a)  ...............................................           105,000
                                                                                                        -----------
                                                                                                        $   410,000

                    PHARMACEUTICALS - 1.05% of Total Net Assets
    6,000            Abbott Laboratories  .......................................................       $   195,750
    2,000            Biogen, Inc. (a)  ..........................................................           172,500
    4,000            Genzyme Corporation (General Division) (a)  ................................           208,000
      756            Genzyme Corporation Molecular Oncology (a) .................................             5,578
      716            Genzyme Corporation Surgical Products (a) ..................................             7,250
    1,245            Genzyme Corporation Tissue Repair (a)  .....................................             4,980
                                                                                                        -----------
                                                                                                        $   594,058
                    RETAIL - .62% of Total Net Assets
    4,000            Costco Wholesale Corporation (a)  ..........................................       $   195,750
   15,000            Toys "R" Us, Inc. (a) ......................................................           154,688
                                                                                                        -----------
                                                                                                        $   350,438
                    TRANSPORTATION - .55% of Total Net Assets
    3,000            Kansas City Southern Industries, Inc.  .....................................       $   207,563
    5,000            M. S. Carriers, Inc. (a) ...................................................           107,500
                                                                                                        -----------
                                                                                                        $   315,063
                    MISCELLANEOUS - .46% of Total Net Assets
    5,000            Lockheed Martin Corporation  ...............................................       $    93,750
    3,000            Temple-Inland, Inc.  .......................................................           167,813
                                                                                                        -----------
                                                                                                        $   261,563
                                                                                                        -----------

                       Total Aggressive Growth Stock Investments (Cost $2,867,076)                      $ 9,106,930
                                                                                                        -----------
</TABLE>











                          Continued on following page.
<PAGE>
<TABLE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                             THE PERMANENT PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                January 31, 2000




<CAPTION>
Principal Amount                                                                                       Market Value
----------------                                                                                       ------------
 <C>                <S>                                                                                <C>
                    DOLLAR ASSETS - 34.01% of Total Net Assets

                    CORPORATE BONDS - 4.61% of Total Assets
$   200,000          7.700% American Home Products Corporation, 02-15-00 ........................      $    200,214
    200,000          5.750% Aluminum Company of America, Inc., 02-01-01 .........................           197,638
    200,000          5.650% Ameritech Capital Funding Corporation, 01-15-01 .....................           197,664
    200,000          8.875% Capital Cities / ABC, Inc., 12-15-00 ................................           203,036
    200,000          6.250% Dresser Industries, Inc., 06-01-00 ..................................           199,968
    200,000          9.375% GTE Corporation, 12-01-00 ...........................................           203,532
    200,000          5.850% Gannett Company, Inc., 05-01-00 .....................................           199,848
    200,000          8.375% General Electric Capital Corporation, 03-01-01 ......................           202,874
    200,000          6.375% International Business Machines Corporation, 06-15-00 ...............           200,110
    200,000          9.875% May Department Stores Company, 06-15-00 .............................           202,442
    200,000          8.250% McDonnell Douglas Corporation, 07-01-00 .............................           201,396
    200,000          8.375% Mobil Corporation, 02-12-01 .........................................           202,656
    200,000          8.750% Pacific Gas & Electric Company, 01-01-01 ............................           203,002
                                                                                                       ------------
                                                                                                       $  2,614,380
                                                                                                       ------------

                     UNITED STATES TREASURY SECURITIES - 29.40% of Total Net Assets
 41,000,000           United States Treasury bond strips (Principal only) 6.727%, 05-15-18(e) ...      $ 12,226,610
    800,000           United States Treasury bonds 6.250%, 08-15-23  ............................           763,504
  1,000,000           United States Treasury notes 6.375%, 01-31-02  ............................           995,625
    750,000           United States Treasury bills 3.336%, 02-03-00 (e)..........................           749,792
  2,000,000           United States Treasury bills 4.682%, 07-20-00 (e)..........................         1,955,517
                                                                                                       ------------
                                                                                                       $ 16,691,048
                                                                                                       ------------

                        Total Dollar Assets (Cost $24,485,769)                                         $ 19,305,428
                                                                                                       ------------
                        Total Portfolio - 100.18% of total net assets (identified cost $56,266,373)(f) $ 56,872,698
                        Liabilities, less other assets (.18% of total net assets)                          (100,040)
                                                                                                       ------------
                        Net assets applicable to outstanding shares                                    $ 56,772,658
                                                                                                       ============
<FN>

                        Note:(a) Non-income producing.
                             (b) Affiliated investment trust.
                             (c) Sponsored ADR.
                             (d) Market value determined by the Board of Directors.
                             (e) Interest rate represents yield to maturity.
                             (f) Aggregate cost for federal income tax purposes was $47,644,132.


</FN>
</TABLE>


                            See accompanying notes.
<PAGE>
<TABLE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                           THE TREASURY BILL PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                January 31, 2000




<CAPTION>
Principal Amount                                                                                       Market Value
----------------                                                                                       ------------
<C>                  <S>                                                                               <C>
                     UNITED STATES TREASURY SECURITIES - 98.73% of Total Net Assets
$20,000,000           United States Treasury notes 5.500%, 02-29-00 .............................      $ 20,000,000
 20,000,000           United States Treasury notes 5.500%, 03-31-00 .............................        20,000,200
 20,000,000           United States Treasury notes 6.750%, 04-30-00 .............................        20,046,000
 20,000,000           United States Treasury notes 5.500%, 05-31-00 .............................        19,981,800
                                                                                                       ------------
                        Total Portfolio - 98.73% of total net assets (identified cost $80,057,149)(a)  $ 80,028,000
                        Other assets, less liabilities (1.27% of total net assets)                        1,031,365
                                                                                                       ------------
                        Net assets applicable to outstanding shares                                    $ 81,059,365
                                                                                                       ============
<FN>
                        Note:(a) Aggregate cost for federal income tax purposes.

</FN>
</TABLE>






































                            See accompanying notes.
<PAGE>
<TABLE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          THE VERSATILE BOND PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 January 31, 2000



<CAPTION>
Principal Amount                                                                                       Market Value
----------------                                                                                       ------------
 <C>             <S>                                                                                   <C>
                 CORPORATE BONDS - 91.39% of Total Net Assets

                 AEROSPACE - 4.46% of Total Net Assets
 $  800,000       8.250% McDonnell Douglas Corporation, 07-01-00 ................................      $    805,584
                                                                                                       ------------
                                                                                                       $    805,584
    800,000      ALUMINUM - 4.38% of Total Net Assets
                  5.750% Aluminum Company of America, Inc., 02-01-01 ............................      $    790,552
                                                                                                       ------------
                                                                                                       $    790,552
                 BROADCASTING - 4.50% of Total Net Assets
    800,000       8.875% Capital Cities / ABC, Inc., 12-15-00 ...................................      $    812,144
                                                                                                       ------------
                                                                                                       $    812,144
                 DATA PROCESSING - 4.43% of Total Net Assets
    800,000       6.375% International Business Machines Corporation, 06-15-00 ..................      $    800,440
                                                                                                       ------------
                                                                                                       $    800,440
                 ELECTRIC UTILITIES - 4.49% of Total Net Assets
    800,000       8.750% Pacific Gas & Electric Company, 01-01-01 ...............................      $    812,008
                                                                                                       ------------
                                                                                                       $    812,008
                 FINANCIAL SERVICES - 8.87% of Total Net Assets
    800,000       5.650% Ameritech Capital Funding Corporation, 01-15-01 ........................      $    790,656
    800,000       8.375% General Electric Capital Corporation, 03-01-01 .........................           811,496
                                                                                                       ------------
                                                                                                       $  1,602,152
                 HOUSEHOLD PRODUCTS - 5.65% of Total Net Assets
  1,000,000       8.625% Kimberly-Clark Corporation, 05-01-01 ...................................      $  1,019,830
                                                                                                       ------------
                                                                                                       $  1,019,830
                 MANUFACTURING - 5.68% of Total Net Assets
  1,000,000       9.125% General Motors Corporation, 07-15-01....................................      $  1,025,280
                                                                                                       ------------
                                                                                                       $  1,025,280
                 OIL AND OILFIELD SERVICES - 8.91% of Total Net Assets
    800,000       6.250% Dresser Industries, Inc., 06-01-00 .....................................      $    799,872
    800,000       8.375% Mobil Corporation, 02-12-01  ...........................................           810,624
                                                                                                       ------------
                                                                                                       $  1,610,496
                 PHARMACEUTICALS - 9.97% of Total Net Assets
    800,000       7.700% American Home Products Corporation, 02-15-00 ...........................      $    800,856
  1,000,000       5.875% Upjohn Company, 04-15-00................................................           999,470
                                                                                                       ------------
                                                                                                       $  1,800,326


</TABLE>







                          Continued on following page.
<PAGE>
<TABLE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          THE VERSATILE BOND PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 January 31, 2000



<CAPTION>
Principal Amount                                                                                       Market Value
----------------                                                                                       ------------
<C>              <S>                                                                                   <C>


                 PUBLISHING - 4.42% of Total Net Assets
$   800,000       5.850% Gannett Company, Inc., 05-01-00  .......................................      $    799,392
                                                                                                       ------------
                                                                                                       $    799,392
                 RETAIL - 10.12% of Total Net Assets
    800,000       9.875% May Department Stores Company, 06-15-00  ...............................      $    809,768
  1,000,000       8.625% Wal-Mart Stores, Inc., 04-01-01 ........................................         1,018,960
                                                                                                       ------------
                                                                                                       $  1,828,728
                 TELECOMMUNICATIONS - 10.04% of Total Net Assets
    800,000       9.375% GTE Corporation, 12-01-00 ..............................................      $    814,128
  1,000,000       6.125% Southwestern Bell Telephone Company, 03-01-00 ..........................         1,000,300
                                                                                                       ------------
                                                                                                       $  1,814,428
                 TOBACCO - 5.47% of Total Net Assets
  1,000,000       7.250% Philip Morris Companies, Inc., 09-15-01 ................................      $    989,100
                                                                                                       ------------
                                                                                                       $    989,100
                                                                                                       ------------

                     Total Corporate bonds (Cost $16,649,988)                                          $ 16,510,460
                                                                                                       ------------

                 UNITED STATES TREASURY SECURITIES - 6.84% of Total Net Assets
  1,000,000       United States Treasury notes 5.625%, 09-30-01..................................      $    984,980
    250,000       United States Treasury bills 3.336%, 02-03-00 (a) .............................           249,931
                                                                                                       ------------

                    Total United States Treasury securities (Cost $1,245,885)                          $  1,234,911
                                                                                                       ------------
                    Total Portfolio - 98.23% of total net assets (identified cost $17,895,873)(b)      $ 17,745,371
                    Other assets, less liabilities (1.77% of total net assets)                              319,238
                                                                                                       ------------
                    Net assets applicable to outstanding shares                                        $ 18,064,609
                                                                                                       ============

<FN>
                        Note:(a) Interest rate represents yield to maturity.
                             (b) Aggregate cost for federal income tax purposes.
</FN>

</TABLE>



















                            See accompanying notes.
<PAGE>
<TABLE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                         THE AGGRESSIVE GROWTH PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                January 31, 2000



<CAPTION>
   Number
  Of Shares                                                                                            Market Value
  ---------                                                                                            ------------
    <C>              <S>                                                                               <C>
                     AGGRESSIVE GROWTH STOCK INVESTMENTS - 100.34% of Total Net Assets

                     CHEMICALS - 2.57% of Total Net Assets
   12,000             Air Products & Chemicals, Inc. ............................................      $    355,500
   15,000             Wellman, Inc. .............................................................           260,625
                                                                                                       ------------
                                                                                                       $    616,125
                     COMPUTER SOFTWARE - 3.16% of Total Net Assets
   11,000             Computer Associates International, Inc. ...................................      $    755,563
                                                                                                       ------------
                                                                                                       $    755,563
                     CONSTRUCTION - 4.02% of Total Net Assets
   10,000             Fluor Corporation .........................................................      $    399,375
   15,000             Johns Manville Corporation  ...............................................           167,813
   24,000             Ryland Group, Inc. ........................................................           394,500
                                                                                                       ------------
                                                                                                       $    961,688
                     DATA PROCESSING - 5.82% of Total Net Assets
    8,000             Hewlett-Packard Company ...................................................      $    866,000
    4,000             SCI Systems, Inc. (a) .....................................................           288,000
    6,000             Seagate Technology, Inc. (a) ..............................................           240,375
                                                                                                       ------------
                                                                                                       $  1,394,375
                     ELECTRICAL AND ELECTRONICS - 7.09% of Total Net Assets
   10,800             Intel Corporation  ........................................................      $  1,068,525
   12,000             National Semiconductor Corporation (a) ....................................           630,000
                                                                                                       ------------
                                                                                                       $  1,698,525
                     ENTERTAINMENT AND LEISURE - 10.39% of Total Net Assets
   15,900             Disney (Walt) Company .....................................................      $    577,369
    9,000             Harcourt General, Inc. ....................................................           360,000
    4,532             Hilton Hotels Corporation (a) .............................................            38,239
   16,000             Tribune Company  ..........................................................           675,000
   15,000             Viacom, Inc. Class A (a) ..................................................           837,188
                                                                                                       ------------
                                                                                                       $  2,487,796
                     FINANCIAL SERVICES - 17.76% of Total Net Assets
   18,000             Bank of New York, Inc. ....................................................      $    731,250
   14,000             Bear Stearns Companies, Inc. ..............................................           577,500
   16,000             Morgan Stanley Dean Witter & Company ......................................         1,060,000
   30,000             Schwab (Charles) Corporation ..............................................         1,081,875
   10,000             State Street Corporation ..................................................           801,875
                                                                                                       ------------
                                                                                                       $  4,252,500
                     MANUFACTURING - 8.48% of Total Net Assets
   13,000             Dana Corporation  .........................................................      $    305,500
   10,000             Harley-Davidson, Inc. .....................................................           701,875
    8,600             Illinois Tool Works, Inc. .................................................           503,100
   12,000             Parker-Hannifin Corporation ...............................................           519,000
                                                                                                       ------------
                                                                                                       $  2,029,475
</TABLE>


                          Continued on following page.
<PAGE>
<TABLE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                         THE AGGRESSIVE GROWTH PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 January 31, 2000



<CAPTION>
   Number
 Of Shares                                                                                             Market Value
 ---------                                                                                             ------------
  <C>                <S>                                                                               <C>
                     OIL AND OILFIELD SERVICES - 3.94% of Total Net Assets
  105,200             Frontier Oil Corporation (a) ..............................................      $    802,150
   40,000             Parker Drilling Company (a) ...............................................           140,000
                                                                                                       ------------
                                                                                                       $    942,150
                     PHARMACEUTICALS - 19.40% of Total Net Assets
   28,000             Amgen, Inc.  (a) ..........................................................      $  1,783,250
   20,000             Biogen, Inc. (a) ..........................................................         1,725,000
    7,000             Chiron Corporation (a) ....................................................           310,625
   15,000             Genzyme Corporation (General Division) (a) ................................           780,000
    1,620             Genzyme Corporation Molecular Oncology (a) ................................            11,948
    2,685             Genzyme Corporation Surgical Products (a) .................................            27,185
    1,170             Genzyme Corporation Tissue Repair (a)  ....................................             4,680
                                                                                                       ------------
                                                                                                       $  4,642,688
                     RETAIL - 5.37% of Total Net Assets
   24,000             Costco Wholesale Corporation (a) ..........................................      $  1,174,500
    5,000             Neiman Marcus Group, Inc. Class B (a) .....................................           111,875
                                                                                                       ------------
                                                                                                       $  1,286,375
                     TRANSPORTATION - 8.97% of Total Net Assets
    4,000             Alaska Air Group, Inc. (a).................................................      $    127,500
   21,000             Kansas City Southern Industries, Inc. .....................................         1,452,938
   21,000             M.S. Carriers, Inc. (a) ...................................................           451,500
    2,000             UAL Corporation (a)  ......................................................           114,250
                                                                                                       ------------
                                                                                                       $  2,146,188
                     MISCELLANEOUS - 3.37% of Total Net Assets
    5,000             Ionics, Inc. (a)...........................................................      $    148,125
   10,000             Lockheed Martin Corporation  ..............................................           187,500
   10,000             Ryerson Tull, Inc. ........................................................           190,625
    5,000             Temple-Inland, Inc. .......................................................           279,688
                                                                                                       ------------
                                                                                                       $    805,938
                                                                                                       ------------

                        Total Aggressive Growth Stock Investments (Cost $9,075,241)                    $ 24,019,386
                                                                                                       ------------

Principal Amount
----------------
                     UNITED STATES TREASURY SECURITIES - .21% of Total Net Assets
  $  50,000           United States Treasury bills 3.336%, 02-03-00 (b) .........................      $     49,985
                                                                                                       ------------

                        Total United States Treasury securities (Cost $49,985)                         $     49,985
                                                                                                       ------------
                        Total Portfolio - 100.55% of total net assets (identified cost $9,125,226)(c)  $ 24,069,371
                        Liabilities, less other assets (.55% of total net assets)                          (131,866)
                                                                                                       ------------
                        Net assets applicable to outstanding shares                                    $ 23,937,505
                                                                                                       ============
<FN>
                        Note:(a) Non-income producing.
                             (b) Interest rate represents yield to maturity.
                             (c) Aggregate cost for federal income tax purposes.

</FN>
</TABLE>


                            See accompanying notes.
<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2000




1.   SIGNIFICANT ACCOUNTING POLICIES
     Permanent  Portfolio Family of Funds, Inc. (the "Fund") is registered under
     the  Investment  Company Act of 1940, as amended (the "Act" or, the "ICA"),
     as a no-load,  open-end,  series,  investment  management company. The Fund
     commenced  operations  as  the  Permanent  Portfolio,   the  Treasury  Bill
     Portfolio, the Versatile Bond Portfolio and the Aggressive Growth Portfolio
     on January 8, 1982,  May 26, 1987,  September 27, 1991 and January 2, 1990,
     respectively.   Investment  operations  in  the  Permanent  Portfolio,  the
     Treasury Bill  Portfolio,  the Versatile  Bond Portfolio and the Aggressive
     Growth  Portfolio  commenced  on  December  1, 1982,  September  21,  1987,
     November 12, 1991 and May 16, 1990, respectively.

     The following significant  accounting policies are consistently followed by
     the Fund in the preparation of its financial statements,  and such policies
     are  in  conformity  with  generally  accepted  accounting  principles  for
     registered  investment   companies.   The  preparation  of  such  financial
     statements  requires  management  to make  estimates and  assumptions  that
     affect the reported  amounts of assets and  liabilities,  the disclosure of
     contingent  assets and liabilities at the date of the financial  statements
     and the  reported  amounts of revenues and  expenses  earned and  incurred,
     respectively, during the reporting period. Actual results could differ from
     those estimates.

     Valuation of investments
     Investments  are valued at market.  Securities for which market  quotations
     are  readily  available  are  valued at the  latest  sale  price.  Unlisted
     securities   or   securities   for   which  the  most   active   market  is
     over-the-counter  are valued at the mean  between the closing bid and asked
     prices.  Swiss  francs  are  valued  at  the  closing  spot  price  on  the
     International  Monetary Market. Swiss Confederation bonds are valued at the
     closing price in Zurich, Switzerland, converted into U.S. dollars at 4 p.m.
     (Eastern  Time).  Investments  in gold and silver  are valued  based on the
     closing  spot  prices  on  the  New  York  Commodity  Exchange.  Short-term
     securities  are valued at market daily.  Investments  for which there is no
     active  market  are  valued  at fair  value as  determined  by the Board of
     Directors.  At January  31,  2000,  one such  investment  in the  Permanent
     Portfolio (3.46% of total net assets) was so valued.

     Investment transactions and investment income
     Investment  transactions are accounted for on the date of purchase, sale or
     maturity. Interest income is accrued daily and includes amortization of any
     premium and discount for  financial and tax  reporting  purposes.  Dividend
     income is recorded on the ex-dividend date.  Realized gains and losses from
     securities  transactions  and unrealized  appreciation  or  depreciation of
     investments  are recorded on an identified cost basis for financial and tax
     reporting purposes.

     For the year  ended  January  31,  2000,  investment  income  was earned as
     follows:

<TABLE>
<CAPTION>
                                                 Permanent       Treasury Bill    Versatile Bond     Aggressive Growth
                                                 Portfolio         Portfolio        Portfolio            Portfolio
                                               ------------      -------------    --------------     -----------------
     <S>                                       <C>                <C>              <C>                  <C>
     Interest on:
       Corporate bonds ....................    $     50,899       $          -     $  1,001,193         $         -
       Swiss franc assets .................         259,177                  -                -                   -
       United States Treasury securities ..       1,555,823          4,108,074           34,268                   7
       Other investments ..................           9,478             35,355           24,209              13,104
     Dividends ............................         494,741                  -                -             147,084
                                               ------------       ------------     ------------         -----------
                                               $  2,370,118       $  4,143,429     $  1,059,670         $   160,195
                                               ============       ============     ============         ===========
</TABLE>




                          Continued on following page.
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2000



     Translation of foreign currencies
     Amounts  denominated  in or  expected to settle in foreign  currencies  are
     translated into U.S.  dollars on the following  basis:  (i) market value of
     investment  securities and other assets and  liabilities  are translated at
     the closing rate of exchange at January 31, 2000;  and (ii)  purchases  and
     sales of investment  securities,  income and expenses are translated at the
     rate of exchange  prevailing on the respective dates of such  transactions.

     The Fund  separately  reports the  portions  of the  results of  operations
     attributable  to the effect of changes  in  foreign  exchange  rates on the
     value of  investments.  Reported  net  realized  gains or losses on foreign
     currency  transactions  arise  from sales of  foreign  currencies;  foreign
     currency gains or losses realized between the trade and settlement dates on
     securities  transactions;   and  the  difference  between  the  amounts  of
     dividends,  interest and foreign  withholding  taxes recorded on the Fund's
     books verses the U.S. dollar equivalent of the amounts actually received or
     paid. Net unrealized foreign currency gains or losses arise from changes in
     the  exchange  rate   applicable  to  cash,   receivables  and  liabilities
     denominated in foreign currencies at January 31, 2000.

     Federal taxes
     Each of the Fund's  Portfolios  will  continue  to be treated as a separate
     regulated  investment  company and each Portfolio  intends to qualify under
     Subchapter M of the United States Internal Revenue Code of 1986, as amended
     (the  "Code").  Accordingly,  no provision  has been made for United States
     income  taxes,  as each  Portfolio  intends to declare  necessary  dividend
     distributions  from  investment  company  taxable  income and net  realized
     capital  gains,  if any, to its  shareholders  prior to October  15,  2000,
     pursuant to the requirements of the Code.

     At January 31, 2000, capital loss carryforwards  available to offset future
     realized  gains,  if any,  were as follows:  $169,011 in the Treasury  Bill
     Portfolio, of which $1,752, $98,561,  $41,743,  $5,429, $3,632, $14,264 and
     $3,630  expire on January 31,  2001,  January 31,  2002,  January 31, 2003,
     January 31, 2004,  January 31, 2005, January 31, 2007 and January 31, 2008,
     respectively;  and  $173,734  in the  Versatile  Bond  Portfolio,  of which
     $86,614,  $34,492,  $18,906 and $33,722 expire on January 31, 2003, January
     31, 2004, January 31, 2006 and January 31, 2008,  respectively.  There were
     no capital loss carryforwards in the Permanent  Portfolio or the Aggressive
     Growth Portfolio.  Additionally, net capital losses of $2,981 and $9,350 in
     the Treasury Bill Portfolio and the Versatile Bond Portfolio, respectively,
     are attributable to investment transactions that occurred after October 31,
     1999 and are  recognized  for  federal  income tax  purposes  as arising on
     February 1, 2000,  the first day of each  Portfolio's  next  taxable  year.

     Pursuant  to the Code,  14.60% of the  distributions  made from  investment
     company taxable income in 1999 by the Permanent Portfolio qualifies for the
     corporate dividends received deduction.

     During the year ended  January 31, 2000,  the Fund's  Permanent  Portfolio,
     Treasury Bill  Portfolio,  Versatile Bond  Portfolio and Aggressive  Growth
     Portfolio incurred federal excise taxes of $24,363,  $106,308,  $14,487 and
     $82,000,   respectively,   which  was  imposed  on  four  percent  of  each
     Portfolio's  undistributed  income  and  capital  gains,  if any.  Such tax
     reduced each  Portfolio's  net asset  value,  however,  such  undistributed
     income and capital  gains were  retained by each  Portfolio to earn further
     interest, dividends and profits.

     Distributions
     Distributions to shareholders  from net investment income and realized gain
     on investments, if any, are recorded on the ex-dividend date. The amount of
     such  distributions  are  determined in accordance  with the Code which may
     differ from generally  accepted  accounting  principles.  These differences
     result  primarily  from different  treatment of net  investment  income and
     realized  gains  on  certain  investment  securities  held  by  the  Fund's
     Portfolios.  During the year ended January 31, 2000,  the Fund's  Permanent


                          Continued on following page.
<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2000



     Portfolio and Treasury Bill Portfolio  reclassified  $375,145 and $167,035,
     respectively,  from paid-in capital to undistributed  net investment income
     and  the  Fund's  Versatile  Bond  Portfolio   reclassified  $425,077  from
     undistributed net investment income to paid-in capital to reflect such book
     and  tax  basis   differences   relating  to   shareholder   distributions.
     Additionally,   the   Permanent   Portfolio   reclassified   $162,612  from
     undistributed  net investment  income to  accumulated  net realized loss on
     foreign  currency   transactions   and  the  Aggressive   Growth  Portfolio
     reclassified  $232,229 from paid-in capital to undistributed net investment
     loss, also due to these differences.

     Equalization
     The Fund  follows  the  accounting  practice  of  equalization,  by which a
     portion  of  the  proceeds  from  sales  and a  portion  of  the  costs  of
     redemptions of shares of capital stock are allocated to  undistributed  net
     investment   income.  The  effect  of  this  practice  is  to  prevent  the
     calculation of net investment income per share from being affected by sales
     or  redemptions  of  shares  in  each  Portfolio,  and for  periods  of net
     issuances of shares,  allows  undistributed net investment income to exceed
     distributable investment company taxable income.

2.   INVESTMENTS IN AFFILIATED ISSUERS
     The Permanent  Portfolio  held 4,297 units of United States Gold Trust,  an
     affiliated  investment trust,  resulting in net unrealized  depreciation of
     $18,435 at January 31, 2000.  The  Permanent  Portfolio  received no income
     from this investment during the year then ended.

3.   INVESTMENT ADVISORY CONTRACT
     In  accordance  with the  terms of an  Investment  Advisory  Contract  (the
     "Contract"),  World Money Managers ("WMM"),  the Fund's investment adviser,
     receives  a  comprehensive  advisory  fee  monthly  (the  "Advisory  Fee"),
     computed at the following annual rate: (i) for each Portfolio, 1/4 of 1% of
     the first $200 million of the  Portfolio's  average daily net assets;  plus
     (ii) for the Fund as a whole:  7/8 of 1% of the first  $200  million of the
     Fund's  average  daily net assets;  13/16 of 1% of the next $200 million of
     the Fund's average daily net assets;  3/4 of 1% of the next $200 million of
     the Fund's average daily net assets;  and 11/16 of 1% of the Fund's average
     daily net  assets in  excess  of $600  million,  such fee for the Fund as a
     whole to be  allocated  among the  Portfolios  in  proportion  to their net
     assets.

     All fees and  expenses  payable by the Fund  pursuant to the  Contract  and
     attributable  only to one Portfolio are borne  entirely by that  Portfolio;
     all other such fees and expenses are allocated among the Fund's  Portfolios
     in  proportion  to their net assets.  Except for the Advisory Fee, the fees
     and  expenses  of the Fund's  directors,  the salary  expense of the Fund's
     officers  (including  payments  made  by  the  Fund  under  its  Long  Term
     Disability  Plan  described  in Note 4),  excise  taxes  and  extraordinary
     expenses as defined by the Contract,  WMM pays or  reimburses  the Fund for
     substantially  all of the Fund's  ordinary  operating  expenses  out of its
     Advisory Fee.

     During the year ended  January 31, 2000,  WMM  voluntarily  agreed to waive
     portions of the Advisory Fee allocable to the Treasury  Bill  Portfolio and
     to the Versatile Bond Portfolio to the extent that either Portfolio's total
     Advisory  Fee  otherwise  would  exceed an annual rate of 5/8 of 1%, in the
     case of the  Treasury  Bill  Portfolio,  or 3/4 of 1%,  in the  case of the
     Versatile Bond Portfolio,  of the respective  Portfolio's average daily net
     assets. WMM may continue voluntarily to waive such fees, although it is not
     required to do so, and reserves  the right to revoke,  reduce or change the
     waiver prospectively upon five days written notice to the Fund.

     WMM is a limited  partnership  of which one of the general  partners is the
     President  and a director  of the Fund and the other  general  partner is a
     corporation wholly owned by the same individual.



                          Continued on following page.

<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2000



4.   LONG TERM DISABILITY PLAN
     On March 9, 1998,  the Fund's  Board of  Directors  adopted  the  Permanent
     Portfolio Family of Funds, Inc. Long Term Disability Plan (the "Plan"). The
     Plan provides for payment by the Fund to any qualified  officer of the Fund
     who is totally  disabled  (a  "Participant"),  as  defined  by the Plan,  a
     disability benefit equal to 50% of the Participant's  salary as of the time
     the disability is determined,  subject to cost-of-living adjustments, for a
     period not to exceed five years. The Plan is renewable  annually and may be
     terminated  by the  Fund's  Board of  Directors  at any time  prior to each
     annual renewal.  On March 10, 1998, the Fund accrued an estimated liability
     of $107,808 for one Participant under the Plan.

5.   PURCHASES AND SALES OF SECURITIES
     The following is a summary of purchases and sales of securities  other than
     short-term securities for the year ended January 31, 2000:
<TABLE>
<CAPTION>
                                                    Permanent       Treasury Bill     Versatile Bond   Aggressive Growth
                                                    Portfolio         Portfolio         Portfolio          Portfolio
                                                  -------------     -------------     --------------   -----------------
      <S>                                          <C>                  <C>            <C>                <C>
      Purchases................................    $ 9,769,538          None           $11,562,414        $ 2,082,105
      Sales....................................     17,056,075          None            18,129,962          4,355,124
</TABLE>


6.   NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS
     The following is a summary of net unrealized appreciation (depreciation) of
     investments at January 31, 2000 for federal income tax purposes:

<TABLE>
<CAPTION>                                           Permanent       Treasury Bill     Versatile Bond   Aggressive Growth
                                                    Portfolio         Portfolio         Portfolio          Portfolio
                                                  -------------     -------------     --------------   -----------------
     <S>                                           <C>                 <C>             <C>                <C>
     Aggregate gross unrealized appreciation of
      investments with excess of value over
      tax cost:
      Investments in securities of unaffiliated
        issuers ...............................    $12,642,786         $      -        $       168        $15,253,159
      Investments other than securities .......        220,312                -                  -                  -
                                                   -----------         --------        -----------        -----------
                                                    12,863,098                -                168         15,253,159
     Aggregate gross  unrealized  depreciation
      of investments with excess of tax cost
      over value:
      Investments in securities of unaffiliated
        issuers ...............................       (909,016)         (29,149)          (150,670)          (309,014)
      Investments other than securities........     (2,725,516)               -                  -                  -
                                                   -----------         --------        -----------        -----------
                                                    (3,634,532)         (29,149)          (150,670)          (309,014)
                                                   -----------         --------        -----------        -----------
      Net unrealized appreciation (depreciation)
       of investments                              $ 9,228,566         $(29,149)       $  (150,502)       $14,944,145
                                                   ===========         ========        ===========        ===========

</TABLE>




                          Continued on following page.
<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2000



7.   CAPITAL STOCK TRANSACTIONS
<TABLE>
     Transactions  in shares of each  Portfolio's  capital  stock  exclusive  of
     amounts  allocated to undistributed  net investment  income were as follows
     for the years ended January 31, 2000 and 1999:
<CAPTION>
                                                                       Permanent Portfolio
                                      -----------------------------------------------------------------------------------
                                                January 31, 2000                            January 31, 1999
                                      ---------------------------------------      --------------------------------------
                                           Shares               Dollars                Shares               Dollars
                                      ----------------    -------------------      ---------------    -------------------
     <S>                                   <C>               <C>                       <C>               <C>
     Shares sold......................     173,595           $  2,587,458              325,975           $  5,316,770
     Distributions reinvested.........     179,410              3,123,527              142,118              2,651,913
                                           -------           ------------              -------           ------------
                                           353,005              5,710,985              468,093              7,968,683

     Shares redeemed..................    (671,730)           (10,967,936)            (620,388)           (10,594,182)
                                           -------           ------------              -------           ------------
     Net decrease                         (318,725)          $ (5,256,951)            (152,295)          $ (2,625,499)
                                           =======           ============              =======           ============
</TABLE>
<TABLE>
<CAPTION>
                                                                       Treasury Bill Portfolio
                                      -----------------------------------------------------------------------------------
                                                January 31, 2000                            January 31, 1999
                                      ---------------------------------------      --------------------------------------
                                           Shares               Dollars                Shares               Dollars
                                      ----------------    -------------------      ---------------    -------------------
     <S>                                   <C>               <C>                       <C>               <C>
     Shares sold......................     546,400           $ 36,808,338              719,836           $ 47,806,798
     Distributions reinvested.........      39,589              2,670,274               39,785              2,689,841
                                           -------           ------------              -------           ------------
                                           585,989             39,478,612              759,621             50,496,639

     Shares redeemed..................    (761,564)           (51,436,257)            (784,288)           (52,149,375)
                                           -------           ------------              -------           ------------
     Net decrease                         (175,575)          $(11,957,645)             (24,667)          $ (1,652,736)
                                           =======           ============              =======           ============
</TABLE>
<TABLE>
<CAPTION>
                                                                       Versatile Bond Portfolio
                                      -----------------------------------------------------------------------------------
                                                January 31, 2000                            January 31, 1999
                                      ---------------------------------------     ---------------------------------------
                                           Shares               Dollars                Shares               Dollars
                                      ----------------    -------------------     ----------------   --------------------
     <S>                                  <C>                <C>                      <C>                <C>
     Shares sold......................     277,049           $ 15,163,613              409,669           $ 22,138,246
     Distributions reinvested.........       7,656                445,184                9,691                566,997
                                           -------           ------------              -------           ------------
                                           284,705             15,608,797              419,360             22,705,243

     Shares redeemed..................    (389,663)           (21,362,544)            (403,659)           (21,805,506)
                                           -------           ------------              -------           ------------
     Net increase (decrease)              (104,958)          $ (5,753,747)              15,701           $    899,737
                                           =======           ============              =======           ============
</TABLE>
<TABLE>
<CAPTION>
                                                                       Aggressive Growth Portfolio
                                      -----------------------------------------------------------------------------------
                                                January 31, 2000                            January 31, 1999
                                      ---------------------------------------     ---------------------------------------
                                           Shares               Dollars                Shares               Dollars
                                      ----------------    -------------------     ----------------   --------------------
     <S>                                   <C>               <C>                       <C>               <C>
     Shares sold......................      30,159           $  2,324,643               58,283           $  3,529,499
     Distributions reinvested.........           -                      -                    -                      -
                                           -------           ------------              -------           ------------
                                            30,159              2,324,643               58,283              3,529,499

     Shares redeemed..................     (58,675)            (4,424,330)             (98,311)            (5,789,018)
                                           -------           ------------              -------           ------------
     Net decrease                          (28,516)          $ (2,099,687)             (40,028)          $ (2,259,519)
                                           =======           ============              =======           ============
</TABLE>
                          Continued on following page.
<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2000



8.   REGULATORY MATTERS
     Following a routine  examination  of the Fund in 1991,  the  Securities and
     Exchange Commission (the "Commission") instituted public administrative and
     cease-and-desist proceedings on January 13, 1997, to determine the truth of
     allegations by the  Commission's  Division of Enforcement  (the "Division")
     that WMM, Terry Coxon and Alan Sergy (the Fund's investment adviser and two
     of the Fund's directors and officers, respectively, or, the "Respondents"),
     breached  their  fiduciary  duties in  violation of certain  provisions  of
     federal securities laws in fiscal years 1990 through 1996. From May 5, 1997
     through May 15, 1997, an  administrative  hearing on these charges was held
     before  Chief  Administrative  Law Judge  Brenda P.  Murray  (the  "Hearing
     Officer") in San Francisco,  California. The Respondents have denied all of
     the   allegations   of  the  Division  and  have  actively   contested  the
     proceedings.  No charges have been made against the Fund,  which  allegedly
     was subject to improper charges by the  Respondents,  and the Fund is not a
     party to the proceedings.

     In an initial  decision dated April 1, 1999 (the "Initial  Decision"),  the
     Hearing  Officer  ruled  that  the   Respondents   had  committed   certain
     violations.  Specifically,  the Hearing  Officer ruled that the Respondents
     violated Section 206(2) of the Investment Advisers Act of 1940: by charging
     $248,153 of transfer agent and accounting fees to the Fund's  Marketing and
     Distribution  Plan (the "12b-1 Plan") during calendar year 1990; by causing
     the excessive capitalization of a broker-dealer subsidiary of the Permanent
     Portfolio (World Money Securities, Inc. or, "WMS") of $850,000 and charging
     it in 1990 and 1991 for  printing  costs  related  to the  distribution  of
     shares  in the  Treasury  Bill  Portfolio,  Versatile  Bond  Portfolio  and
     Aggressive  Growth  Portfolio  in the amount of  $336,571;  by charging WMS
     excessive rent and improper underwriting costs of $72,426; and by acquiring
     a "call  option" in 1990  prohibited by the Fund's  fundamental  investment
     policies and managing the  investment  for the  advantage of a client of an
     officer of the Fund.  The Hearing  Officer also ruled that the  Respondents
     violated or aided and abetted  violations  of: Section 12(b) of the ICA and
     Rule 12b-1 thereunder, by receiving unauthorized reimbursements in calendar
     year  1990 of  $214,270  under  the  Fund's  12b-1  Plan  and by  providing
     insufficient  information  regarding  the 12b-1 Plan to the Fund's Board of
     Directors;  Section  13(a)(3) of the ICA by  acquiring  the "call  option;"
     Section 17(a) of the Securities Act of 1933,  Section 10(b) of the Exchange
     Act of 1934 and Rule  10b-5  thereunder,  and  Section  34(b) of the ICA by
     making misleading statements in the Fund's registration materials;  Section
     10(b) of the ICA by using WMS as a principal  underwriter for the Fund; and
     Section  17(d) of the ICA and Rule 17d-1  thereunder,  by causing WMS to be
     excessively capitalized.

     The Hearing  Officer  ordered that the  Respondents:  cease and desist from
     committing  further  violations;  be suspended  from  association  with any
     registered  investment  adviser or investment company for a period of three
     months; disgorge $1,608,018, pay prejudgment interest of $1,236,726 and pay
     civil  penalties  of  $140,000.

     The  Respondents  believe that the Hearing  Officer's  Initial  Decision is
     incorrect and contains reviewable errors.  Accordingly,  on April 22, 1999,
     they filed petitions for review by the  Commission.  On April 21, 1999, the
     Division  also filed a petition  for  review by the  Commission  of certain
     sanctions contained in the Initial Decision, seeking to bar WMM from acting
     as an investment  adviser and to bar Terry Coxon from  association with any
     registered  investment  adviser or  investment  company for one year with a
     right to reapply.  Thereafter, the Commission granted the petitions and has
     accepted the review of the Initial Decision.


                         Continued on following page.

<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2000




     Under the Fund's Bylaws, the Fund is obligated to advance expenses incurred
     by the Respondents in the proceedings  upon their  undertaking to repay the
     advances, in the event it is ultimately determined that they have committed
     willful  misfeasance,  bad faith, gross negligence or reckless disregard of
     their duties. The Fund has therefore  incurred,  and may continue to incur,
     such expenses in connection with the allegations, including amounts paid by
     WMM to  persons  who are  directors  and  officers  of the Fund  for  their
     litigation  expenses.  The Fund  neither paid nor  advanced  such  expenses
     during the year ended January 31, 2000.

     The Initial Decision of the Hearing Officer does not become effective until
     the  Commission's  decision,  which  could  affirm,  reverse  or modify the
     Initial Decision.  WMM continues to act as investment  adviser of the Fund,
     and Terry Coxon continues to serve as President and a director of the Fund.
     Alan Sergy  retired  from the Fund for  medical  reasons in March 1998 and,
     except for payments  being made under the Fund's Long Term  Disability  Pan
     (see Note 4), is no longer associated with the Fund.

     The ultimate outcome of these  proceedings is unknown.  The Fund's Board of
     Directors  intends to continue to monitor the  proceedings and to take such
     actions as may be  appropriate  to assure the  availability  to the Fund of
     such investment  advice and  administrative  support as may be necessary to
     continuously  implement  the  Fund's  investment  policies  and  investment
     objectives.

     The Fund paid or reimbursed  the following  legal  expenses (and during the
     years ended January 31, 1995 through January 31, 1999, the  indemnification
     expenses  described  above) during the years ended January 31, 1992 through
     2000:


                  Permanent     Treasury Bill  Versatile Bond  Aggressive Growth
                  Portfolio       Portfolio       Portfolio        Portfolio
               -------------   -------------   --------------  -----------------
     1992 ....   $        -      $        -      $        -       $        -
     1993 ....       52,331          63,961               -                -
     1994 ....            -               -               -                -
     1995 ....       78,010          71,156           6,213            1,777
     1996 ....       26,100          22,233           1,646              848
     1997 ....       53,511          43,469           3,046            2,640
     1998 ....      325,585         293,026               -           32,558
     1999 ....       14,333          14,015          11,155           11,473
     2000 ....       69,042          64,335           1,627            7,910
                 ----------      ----------      ----------       ----------
                 $  618,912      $  572,195      $   23,687       $   57,206
                 ==========      ==========      ==========       ==========

On June 1, 1999, the financial  information  contained in the Fund's  prospectus
became stale and the Fund ceased to have a current prospectus.  The Fund filed a
new, updated prospectus which became effective September 24, 1999.
<PAGE>















                       This page intentionally left blank.
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            THE PERMANENT PORTFOLIO



<TABLE>

Financial highlights for the Permanent Portfolio
For each share of capital stock outstanding throughout each year:
<CAPTION>
                                                Year ended       Year ended         Year ended        Year ended        Year ended
                                                January 31,      January 31,        January 31,       January 31,       January 31,
                                                   2000             1999               1998              1997              1996
                                                -----------      -----------        -----------       -----------       -----------
<S>                                             <C>               <C>                <C>               <C>               <C>
Net asset value, beginning of year              $   18.71         $   19.08          $   18.40         $   18.80         $   16.51
                                                ---------         ---------          ---------         ---------         ---------
  Income (loss) from investment operations:
    Net investment income (1)..............           .43               .47                .37               .52               .50
    Net realized and unrealized gain (loss)
     on investments and foreign
     currencies ...........................          (.64)                -               1.01              (.41)             2.17
                                                ---------         ---------          ---------         ---------         ---------
      Total income (loss) from
        investment operations                        (.21)              .47               1.38               .11              2.67

  Less distributions from:
    Net investment income  ................          (.29)             (.20)              (.34)             (.42)             (.38)
    Net realized gain on investments (2)...          (.77)             (.64)              (.36)             (.09)                -
                                                ---------         ---------          ---------         ---------         ---------
      Total distributions                           (1.06)             (.84)              (.70)             (.51)             (.38)
                                                ---------         ---------          ---------         ---------         ---------

Net asset value, end of year                    $   17.44         $   18.71          $   19.08         $   18.40         $   18.80
                                                =========         =========          =========         =========         =========

Total return (3)  .........................       (1.11)%             2.48%              7.57%              .57%            16.20%

Ratios / supplemental data:
  Net assets, end of year (in thousands)...     $  56,773         $  66,855          $  71,099         $  72,992         $  76,641
                                                =========         =========          =========         =========         =========


  Ratio of expenses to average net assets..         1.47%             1.43%              1.91%             1.49%             1.35%
  Ratio of net investment income
    to average net assets .................         2.39%             2.48%              1.96%             2.78%             2.85%
  Portfolio turnover rate .................        23,75%            14.05%              7.66%            12.29%             9.96%




<FN>


(l)  Net investment  income is based on average net assets per share outstanding
     during the year.
(2)  Capital gain distribution pursuant to Section 852(b)(3) of the Code.
(3)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.

</FN>
</TABLE>


                             See accompanying notes.
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          THE TREASURY BILL PORTFOLIO



<TABLE>

Financial highlights for the Treasury Bill Portfolio
For each share of capital stock outstanding throughout each year:
<CAPTION>
                                                    Year ended      Year ended        Year ended       Year ended        Year ended
                                                    January 31,     January 31,       January 31,      January 31,       January 31,
                                                       2000            1999              1998             1997              1996
                                                   -----------     -----------       ------------     ------------      ------------
<S>                                                 <C>             <C>               <C>              <C>               <C>
Net asset value, beginning of year                  $   67.97       $   67.56         $    67.55       $    67.84        $    66.40
                                                    ---------       ---------         ----------       ----------        ----------
  Income from investment operations:
    Net investment income (1)(2)................         2.51            2.72               2.69             2.84              3.22
    Net realized and unrealized gain (loss)
     on investments (3) ........................         (.01)            .03                .06              .01               .06
                                                    ---------       ---------         ----------       ----------        ----------
      Total income from investment operations            2.50            2.75               2.75             2.85              3.28

  Less distributions from:
    Net investment income  .....................        (2.59)          (2.34)             (2.74)           (3.14)            (1.84)
                                                    ---------       ---------         ----------       ----------        ----------
      Total distributions                               (2.59)          (2.34)             (2.74)           (3.14)            (1.84)
                                                    ---------       ---------         ----------       ----------        ----------

Net asset value, end of year                        $   67.88       $   67.97         $    67.56       $    67.55        $    67.84
                                                    =========       =========         ==========       ==========        ==========

Total return (4) ...............................        3.70%           4.09%              4.09%            4.23%             4.95%

Ratios / supplemental data:
  Net assets, end of year  (in thousands) ......    $  81,059       $  93,095         $   94,200       $  105,342        $  114,667
                                                    =========       =========         ==========       ==========        ==========

  Ratio of expenses to average net assets (2) ..        1.02%            .96%              1.20%             .90%              .82%
  Ratio of net investment income
    to average net assets  .....................        3.70%           4.01%              3.98%            4.19%             4.79%



<FN>



(1)  Net investment  income is based on average net assets per share outstanding
     during the year.
(2)  Due to the waiver of  advisory  fees,  the ratio of expenses to average net
     assets was  reduced by .50% for the year ended  January  31, 2000 and .50%,
     .50%,  .50% and .50% for the years ended January  31,1999,  1998,  1997 and
     1996,  respectively.  Without this waiver,  the net  investment  income per
     share would have been $2.01 for the year ended  January 31, 2000 and $2.24,
     $2.19, $2.37 and $2.78 for the years then ended.
(3)  Per share net realized and unrealized  gains or losses on  investments  may
     not correspond with the change in aggregate  unrealized gains and losses in
     the Portfolio's  securities  because of the timing of sales and repurchases
     of the Portfolio's  shares in relation to fluctuating market values for the
     Portfolio.
(4)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
</FN>
</TABLE>


                             See accompanying notes.
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          THE VERSATILE BOND PORTFOLIO



<TABLE>

Financial highlights for the Versatile Bond Portfolio
For each share of capital stock outstanding throughout each year:
<CAPTION>
                                                 Year ended        Year ended       Year ended        Year ended        Year ended
                                                 January 31,       January 31,      January 31,       January 31,       January 31,
                                                    2000              1999             1998             1997               1996
                                                -----------       -----------      -----------       -----------       -----------
<S>                                              <C>               <C>              <C>               <C>               <C>
Net asset value, beginning of year               $   58.83         $   58.58        $   57.24         $   56.85         $   54.90
                                                 ---------         ---------        ---------         ---------         ---------

  Income from investment operations:
    Net investment income (1)(2)  ............        2.44              2.77             2.87              2.94              2.91
    Net realized and unrealized gain (loss)
      on investments (3)  ....................        (.58)             (.08)             .17              (.34)             1.05
                                                 ---------         ---------        ---------         ---------         ---------
      Total income from investment operations         1.86              2.69             3.04              2.60              3.96

  Less distributions from:
    Net investment income  ...................       (2.31)            (2.44)           (1.70)            (2.21)            (2.01)
                                                 ---------         ---------        ---------         ---------         ---------
      Total distributions                            (2.31)            (2.44)           (1.70)            (2.21)            (2.01)
                                                 ---------         ---------        ---------         ---------         ---------

Net asset value, end of year                     $   58.38         $   58.83        $   58.58         $   57.24         $   56.85
                                                 =========         =========        =========         =========         =========

Total return (4)  ............................       3.18%             4.61%            5.33%             4.58%             7.24%

Ratios / supplemental data:
  Net assets, end of year (in thousands)......   $  18,065         $  24,377        $  23,355         $  21,345         $  20,137
                                                 =========         =========        =========         =========         =========

  Ratio of expenses to average net assets (2).       1.01%             1.08%            1.01%              .97%              .89%
  Ratio of net investment income
    to average net assets  ...................       4.16%             4.72%            4.95%             5.16%             5.21%
  Portfolio turnover rate  ...................      59.52%            68.21%           55.53%           102.29%            51.64%


<FN>


(1)  Net investment  income is based on average net assets per share outstanding
     during the year.
(2)  Due to the waiver of  advisory  fees,  the ratio of expenses to average net
     assets was  reduced by .37% for the year ended  January  31, 2000 and .37%,
     .38%,  .38% and .37% for the years ended January 31 ,1999,  1998,  1997 and
     1996,  respectively.  Without this waiver,  the net  investment  income per
     share would have been $2.14 for the year ended  January 31, 2000 and $2.48,
     $2.59, $2.66 and $2.65 for the years then ended.
(3)  Per share net realized and unrealized  gains or losses on  investments  may
     not correspond with the change in aggregate  unrealized gains and losses in
     the Portfolio's  securities  because of the timing of sales and repurchases
     of the Portfolio's  shares in relation to fluctuating market values for the
     Portfolio.
(4)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
</FN>
</TABLE>


                             See accompanying notes.

<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                         THE AGGRESSIVE GROWTH PORTFOLIO



<TABLE>

Financial  highlights  for the  Aggressive  Growth  Portfolio
For each share of capital stock outstanding throughout each year:
<CAPTION>
                                                          Year ended     Year ended     Year ended     Year ended      Year ended
                                                          January 31,    January 31,    January 31,    January 31,     January 31,
                                                             2000           1999           1998           1997            1996
                                                          ----------     ----------     ----------     ----------      ----------
<S>                                                       <C>            <C>            <C>            <C>             <C>
Net asset value, beginning of year                        $    69.13     $    56.24     $    47.66     $    40.65      $   31.61
                                                          ----------     ----------     ----------     ----------      ---------

  Income (loss) from investment operations:
    Net investment income (loss)(1)....................         (.78)          (.41)          (.31)           .26           (.02)
    Net realized and unrealized gain (loss)
      on investments  .................................        15.26          13.30          11.97           7.05          10.68
                                                          ----------     ----------     ----------     ----------      ---------
      Total income from investment operations                  14.48          12.89          11.66           7.31          10.66

  Less distributions from:
    Net investment income  ............................            -              -           (.19)          (.25)          (.11)
    Net realized gain on investments (2)...............            -              -          (2.89)          (.05)         (1.51)
                                                          ----------     ----------     ----------     ----------      ---------
      Total distributions                                          -              -          (3.08)          (.30)         (1.62)
                                                          ----------     ----------     ----------     ----------      ---------

Net asset value, end of year                              $    83.61     $    69.13     $    56.24     $    47.66      $   40.65
                                                          ==========     ==========     ==========     ==========      =========

Total return (3)  .....................................       20.95%         22.92%         24.41%         18.00%         33.78%

Ratios / supplemental data:
  Net assets, end of year (in thousands)  .............   $   23,938     $   21,764     $   19,955     $   15,417      $  11,067
                                                          ==========     ==========     ==========     ==========      =========

  Ratio of expenses to average net assets .............        1.73%          1.39%          1.46%          1.33%          1.19%
  Ratio of net investment income (loss) to average net
   assets..............................................      (1.02)%         (.65)%         (.60)%           .59%         (.06)%
  Portfolio turnover rate .............................        9.38%          2.73%          2.15%         21.32%         18.94%

<FN>

(1)  Net  investment  income  (loss) is based on  average  net  assets per share
     outstanding during the year.
(2)  Capital gain distribution pursuant to Section 852(b)(3) of the Code.
(3)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
</FN>
</TABLE>


                             See accompanying notes.

<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                               PERMANENT PORTFOLIO







                   (Graph omitted, see description on page 33)






          ---  Permanent Portfolio

          ...  United States Treasury bills*


          *    Three-month  United States Treasury bills are short-term loans to
               the United  States  Government  with a maturity of three  months.
               Treasury  bills  are  full-faith-and-credit  obligations  of  the
               United States  Treasury and are generally  regarded as being free
               of any risk of default.


                     See page 33 for explanation of graphs.
<PAGE>


                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            VERSATILE BOND PORTFOLIO






                   (Graph omitted, see description on page 33)







          ---  Versatile Bond Portfolio

          ...  Salomon Smith Barney AAA/AA 1-3 Year Corporate Index*


          *    The Salomon  Smith Barney  AAA/AA 1-3 Year  Corporate  Index is a
               component  of the Salomon  Smith  Barney  Broad  Investment-Grade
               (BIG)  Bond  Index.  It  is  market-capitalization  weighted  and
               includes  bonds  rated AAA or AA by  Standard & Poor's or Moody's
               with  maturities  of one to  three  years  and a  minimum  amount
               outstanding of $100 million.





                      See page 33 for explanation of graphs.
<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                           Aggressive Growth Portfolio




                   (Graph omitted, see description on page 33)






          ---  Aggressive Growth Portfolio

          ...  Dow Jones Industrial Average*


          *    The Dow  Jones  Industrial  Average  is an  average  of the stock
               prices of 30 large  companies and represents a widely  recognized
               unmanaged portfolio of common stocks.






                  See following page for explanation of graphs.
<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.



The  graphs  on pages 30  through  32  compare  the  initial  account  value and
subsequent  account values at the end of each of the most recently completed ten
fiscal years of the Permanent Portfolio and the Aggressive Growth Portfolio, and
of the most recently completed fiscal years since the commencement of investment
operations for the Versatile Bond  Portfolio,  assuming a $10,000  investment in
the Portfolio at the beginning of the first fiscal year and  reinvestment of all
dividends and  distributions,  to a $10,000  investment over the same periods in
comparable  broad-based  securities market indicies. A graph is not provided for
the Treasury Bill Portfolio because it is a money market  portfolio.  The tables
below show each of the Fund's  Portfolio's  average annual total returns for the
periods  indicated,  assuming  a  hypothetical  investment  in shares of $1,000,
reinvestment  of all  dividends  and  distributions,  deduction  of all fees and
expenses except the $35 one-time account start-up fee and complete redemption of
the investment at the end of the period.  Past  performance is not predictive of
future  performance  and does not  guarantee  future gain or loss to be realized
from an investment in any Portfolio.  The investment  return and principal value
of an investment  in a Portfolio  will  fluctuate so that an investor's  shares,
when redeemed, may be worth more or less than their original cost.
<TABLE>
<CAPTION>

Permanent Portfolio(1)                     Treasury Bill Portfolio (2)(5)
---------------------------------------    -------------------------------------
<S><C>                          <C>        <C>                             <C>
 1 year ended January 31, 2000  (1.16)%     1 year ended January 31, 2000  3.65%
 5 years ended January 31, 2000   4.90%     5 years ended January 31, 2000 4.15%
10 years ended January 31, 2000   4.42%    10 years ended January 31, 2000 4.10%
15 years ended January 31, 2000   5.46%    12 years 250 days ended
17 years 62 days ended                         January 31, 2000            4.59%
    January 31, 2000              4.52%



Aggressive Growth Portfolio(3)             Versatile Bond Portfolio (4)(6)
---------------------------------------    -------------------------------------
<C>                              <C>        <C>                            <C>
 1 year ended January 31, 2000   20.89%     1 year ended January 31, 2000  3.13%
 5 years ended January 31, 2000  23.83%     5 years ended January 31, 2000 4.92%
10 years ended January 31, 2000  16.94%     8 years 127 days ended
10 years 29 days ended                         January 31, 2000            4.52%
    January 31, 2000             16.79%


</TABLE>




-----------------------

(1)  The Permanent Portfolio commenced operations on December 1, 1982.
(2)  The Treasury Bill Portfolio commenced operations on May 26, 1987.
(3)  The Aggressive Growth Portfolio commenced operations on January 2, 1990.
(4)  The Versatile Bond Portfolio commenced operations on September 27, 1991.
(5)  Yield on the Treasury  Bill  Portfolio for the seven days ended January 31,
     2000,  assuming   reinvestment  of  all  dividends  and  distributions  and
     deduction of all fees and expenses except the $35 one-time account start-up
     fee, was 3.07%, and effective yield was 3.12%.
(6)  The 30-day SEC  standardized  yield for the  Versatile  Bond  Portfolio  at
     January 31,  2000,  calculated  by dividing the net  investment  income per
     share earned during the specified  30-day period by the net asset value per
     share on the last day of the period and annualizing  the resulting  figure,
     and assuming  reinvestment of all dividends and distributions and deduction
     of all fees and expenses except the $35 one-time  account start-up fee, was
     4.47%.

<PAGE>

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.







     Management's Discussion and Analysis
     Permanent Portfolio
     The Permanent Portfolio's  investment objective is to preserve and increase
     the  purchasing  power of its  shares  over the long  term.  The  Portfolio
     invests fixed target percentages of its net assets in gold,  silver,  Swiss
     franc  assets,  stocks  of real  estate  and  natural  resource  companies,
     aggressive  growth stocks and dollar assets such as United States  Treasury
     securities.  The strong  performance  of U.S.  growth and natural  resource
     stocks throughout 1999 was more than offset by weakness in gold assets, the
     stocks of real estate investment trusts,  United States Treasury securities
     and the  relative  value of the Swiss  franc.  Accordingly,  the  Portfolio
     achieved a total return of (1.11%) for the year ended  January 31, 2000, as
     compared  to an  annualized  inflation  rate of 2.70%  during the year then
     ended.

     Treasury Bill Portfolio
     The  Treasury  Bill  Portfolio's  investment  objective  is to achieve high
     current  income,  consistent  with safety and  liquidity of  principal.  It
     invests in short-term  United  States  Treasury  securities.  The Portfolio
     achieved a total  return of 3.70% and  maintained  an average  maturity  of
     between 60 and 90 days  throughout  the year ended  January 31, 2000.  This
     return was consistent  with other money market funds that invest  primarily
     in short-term United States Treasury securities.

     Versatile Bond Portfolio
     The  Versatile  Bond  Portfolio's  investment  objective is to achieve high
     current  income  while  limiting  risk  to  principal.   It  invests  in  a
     diversified  portfolio of short-term corporate bonds rated "A" or higher by
     Standard & Poor's.  The  Portfolio  achieved a total  return of 3.18% while
     maintaining an average  maturity of between 270 and 450 days throughout the
     year ended January 31, 2000.  This return was consistent  with other mutual
     funds that invest primarily in corporate bonds of similar safety, liquidity
     and maturity.

     Aggressive Growth Portfolio
     The Aggressive Growth Portfolio's  investment  objective is to achieve high
     long-term appreciation.  It is fully invested at all times in a diversified
     portfolio of domestic  stocks and stock  warrants  selected for high profit
     potential.  The  Portfolio  achieved a total  return of 20.95% for the year
     ended January 31, 2000, as compared to 18.67% for the Dow Jones  Industrial
     Average and 10.33% the  Standard and Poor's 500 Stock Index during the year
     then ended.

<PAGE>










                       This page intentionally left blank.
<PAGE>


           INVESTMENT ADVISER                                The
             World Money Managers                         PERMANENT
             Terry Coxon, General Partner                 PORTFOLIO
             625 Second Street                         Family of Funds
             Petaluma, California 94952

           CONSULTANTS TO THE FUND
             Harry Browne
             Douglas Casey

           TRANSFER AGENT
             Chase Global Funds Services Company
             P.O. Box 2798
             Boston, Massachusetts 02208
             (for overnight delivery services,
             73 Tremont Street
             Boston, Massachusetts 02108)
             1 (800) 341-8900
             In Mass. 1 (617) 557-8000

           CUSTODIAN
             State Street Bank and Trust Company
             Boston, Massachusetts 02105

           INDEPENDENT AUDITORS
             Tait, Weller & Baker
             Eight Penn Center Plaza
             Philadelphia, Pennsylvania 19103




         INVESTOR'S INFORMATION OFFICE
                 P.O. Box 5847                              ANNUAL REPORT
               Austin, Texas 78763                         January 31, 2000
            1 (800)531-5142 Nationwide
              Local 1 (512)453-7558



<PAGE>

                                   Appendix A

<PAGE>
<TABLE>
                                    Table 1
<CAPTION>
    Date   T-Bonds     T-Bonds         T-Bonds     Agency      Agency          Agency       STHG        STHG            STHG
           Coupon-      Annual        Old Bond      Bonds       Bonds       Bonds Old      Bonds       Bonds           Bonds
        Equivalent       Yield           Price    Coupon-      Annual            Bond     Coupon      Annual        Old Bond
             Yield                             Equivalent       Yield           Price Equivalent       Yield           Price
                                                    Yield                                  Yield
-------- ---------    --------       --------- ----------    --------       --------- ----------     -------        --------
<S>         <C>         <C>           <C>          <C>         <C>           <C>          <C>         <C>           <C>
12/31/81    13.64%      14.10%                     13.61%      14.08%                     14.66%      15.19%
 1/29/82    13.85%      14.33%         98.4880     14.37%      14.88%         95.0990     15.09%      15.66%         99.4396
 2/26/82    13.81%      14.29%        100.2797     14.60%      15.13%         98.4963     15.20%      15.78%         99.8510
 3/31/82    13.68%      14.14%        100.9752     14.69%      15.23%         99.3908     15.20%      15.77%        100.0096
 4/30/82    13.37%      13.82%        102.2408     13.48%      13.94%        108.3184     14.76%      15.30%        100.5740
 5/31/82    13.39%      13.84%         99.8484     13.37%      13.82%        100.7780     14.60%      15.14%        100.1973
 6/30/82    13.88%      14.37%         96.5140     14.39%      14.91%         93.3540     15.35%      15.93%         99.0381
 7/30/82    13.41%      13.85%        103.4913     13.89%      14.37%        103.3698     14.30%      14.81%        101.3696
 8/31/82    12.50%      12.89%        107.0762     12.51%      12.90%        110.0373     12.73%      13.14%        102.0771
 9/30/82    11.77%      12.11%        105.9954     11.80%      12.15%        105.4201     12.22%      12.59%        100.6905
10/29/82    10.97%      11.27%        106.9895     11.21%      11.52%        104.6753     10.76%      11.05%        101.9729
11/30/82    10.68%      10.97%        102.5749     11.20%      11.51%        100.0928     10.84%      11.13%         99.8929
12/31/82    10.43%      10.70%        102.3220     11.10%      11.41%        100.7527     10.38%      10.65%        100.6250
 1/31/83    10.95%      11.25%         95.3908     11.42%      11.74%         97.5566     10.23%      10.49%        100.2029
 2/28/83    10.49%      10.76%        104.2259     11.06%      11.36%        102.8495     10.17%      10.43%        100.0788
 3/31/83    10.67%      10.96%         98.3493     11.12%      11.43%         99.5297     10.04%      10.29%        100.1774
 4/29/83    10.37%      10.64%        102.7433     10.86%      11.15%        102.0921      9.66%       9.89%        100.5152
 5/31/83    10.97%      11.27%         94.8001     11.33%      11.65%         96.3363     10.26%      10.52%         99.1908
 6/30/83    10.99%      11.29%         99.8492     11.39%      11.72%         99.4776     10.77%      11.06%         99.3120
 7/29/83    11.75%      12.09%         93.7194     12.19%      12.56%         94.0534     11.21%      11.52%         99.4024
 8/31/83    11.95%      12.31%         98.3781     12.20%      12.58%         99.9142     11.59%      11.93%         99.4848
 9/30/83    11.43%      11.76%        104.3780     11.69%      12.03%        103.9724     10.92%      11.21%        100.9148
10/31/83    11.79%      12.13%         97.0760     12.01%      12.37%         97.5662     10.98%      11.28%         99.9196
11/30/83    11.65%      11.99%        101.1087     11.84%      12.19%        101.2965     10.77%      11.06%        100.2728
12/30/83    11.85%      12.21%         98.3463     11.99%      12.35%         98.8889     11.32%      11.64%         99.2658
 1/31/84    11.76%      12.10%        100.7857     11.84%      12.19%        101.1384     10.70%      10.99%        100.8339
 2/29/84    12.15%      12.52%         96.8634     12.24%      12.61%         97.0354     11.09%      11.40%         99.4789
 3/30/84    12.53%      12.92%         97.0755     12.64%      13.04%         97.1046     11.64%      11.98%         99.2647
 4/30/84    12.84%      13.26%         97.6020     13.00%      13.43%         97.4215     11.97%      12.33%         99.5518
 5/31/84    13.81%      14.29%         93.0929     13.97%      14.46%         93.5236     12.96%      13.38%         98.6979
 6/29/84    13.63%      14.09%        101.3549     13.98%      14.46%         99.9834     13.16%      13.60%         99.7267
 7/31/84    12.77%      13.18%        106.5547     13.04%      13.46%        106.6224     12.98%      13.41%        100.2376
 8/31/84    12.51%      12.90%        102.0447     12.89%      13.31%        101.0210     12.90%      13.32%        100.1058
 9/28/84    12.26%      12.63%        101.9579     12.43%      12.81%        103.4260     12.26%      12.63%        100.8628
10/31/84    11.62%      11.96%        105.2964     11.87%      12.22%        104.2178     11.56%      11.89%        100.9405
11/30/84    11.59%      11.92%        100.2902     11.65%      11.99%        101.6987     11.09%      11.40%        100.6227
12/31/84    11.50%      11.83%        100.7599     11.53%      11.87%        100.8873     10.50%      10.78%        100.7994
 1/31/85    11.20%      11.51%        102.5863     11.24%      11.56%        102.3311     10.38%      10.65%        100.1681
 2/28/85    11.89%      12.24%         94.3802     11.89%      12.25%         95.0383     10.67%      10.96%         99.6067
 3/29/85    11.63%      11.97%        102.1173     11.82%      12.17%        100.5681     10.86%      11.15%         99.7473
 4/30/85    11.48%      11.81%        101.2648     12.29%      12.67%         96.5398     10.65%      10.93%        100.2861
 5/31/85    10.59%      10.87%        108.0550     11.42%      11.74%        106.8012     10.24%      10.50%        100.5538
 6/28/85    10.46%      10.74%        101.1247     11.24%      11.55%        101.4337     10.02%      10.28%        100.2921
 7/31/85    10.72%      11.00%         97.7501     11.51%      11.84%         97.8951     10.19%      10.44%         99.7822
 8/30/85    10.48%      10.75%        102.1446     11.48%      11.81%        100.1996      9.86%      10.10%        100.4463
 9/30/85    10.56%      10.84%         99.2741     11.62%      11.96%         98.9386      9.79%      10.03%        100.0866
10/31/85    10.28%      10.54%        102.5901     11.36%      11.69%        101.9905      9.74%       9.97%        100.0807
11/29/85     9.84%      10.08%        104.2683     10.90%      11.19%        103.7825      9.33%       9.55%        100.5534
12/31/85     9.26%       9.48%        105.7483      9.63%       9.86%        111.1317      9.02%       9.22%        100.4332
 1/31/86     9.33%       9.54%         99.3855      9.68%       9.91%         99.5882      8.89%       9.08%        100.1794
 2/28/86     8.27%       8.45%        111.5960      8.75%       8.94%        108.6822      8.66%       8.85%        100.3061
 3/31/86     7.43%       7.57%        110.1238      7.81%       7.96%        109.4679      8.21%       8.38%        100.6274
 4/30/86     7.46%       7.60%         99.6471      8.06%       8.23%         97.4738      7.99%       8.15%        100.3118
 5/30/86     7.72%       7.87%         96.9063      8.58%       8.77%         95.0826      8.25%       8.42%         99.6332
 6/30/86     7.24%       7.37%        105.9007      8.27%       8.44%        103.0222      7.86%       8.01%        100.5440
 7/31/86     7.46%       7.60%         97.3771      8.59%       8.77%         97.0072      7.61%       7.76%        100.3422
 8/29/86     7.21%       7.33%        103.1002      8.36%       8.53%        102.1940      7.76%       7.91%         99.7968
 9/30/86     7.59%       7.73%         95.4710      8.77%       8.96%         96.1563      7.34%       7.48%        100.5810
10/31/86     7.61%       7.76%         99.7293      8.67%       8.86%        100.9432      7.10%       7.22%        100.3451
</TABLE>

                                   Appendix A
                                     Page 1
<PAGE>
<TABLE>
                                    Table 1
<CAPTION>
    Date   T-Bonds     T-Bonds         T-Bonds     Agency      Agency          Agency       STHG        STHG            STHG
           Coupon-      Annual        Old Bond      Bonds       Bonds       Bonds Old      Bonds       Bonds           Bonds
        Equivalent       Yield           Price    Coupon-      Annual            Bond     Coupon      Annual        Old Bond
             Yield                             Equivalent       Yield           Price Equivalent       Yield           Price
                                                    Yield                                  Yield
-------- ---------    --------       --------- ----------    --------       --------- ----------     -------        --------
<S>          <C>         <C>          <C>          <C>         <C>           <C>           <C>         <C>          <C>
11/28/86     7.40%       7.54%        102.5474      8.50%       8.68%        101.6236      7.05%       7.18%        100.0640
12/31/86     7.49%       7.63%         98.9564      8.37%       8.55%        101.2506      7.25%       7.38%         99.7179
 1/30/87     7.48%       7.62%        100.0666      8.29%       8.46%        100.7817      7.10%       7.22%        100.2192
 2/27/87     7.47%       7.61%        100.1255      8.27%       8.44%        100.2150      7.16%       7.29%         99.9138
 3/31/87     7.81%       7.96%         96.1198      8.44%       8.62%         98.3230      7.46%       7.60%         99.5808
 4/30/87     8.45%       8.63%         93.0407      9.14%       9.35%         93.6439      8.31%       8.48%         98.8205
 5/29/87     8.64%       8.82%         98.0043      9.38%       9.60%         97.8745      8.57%       8.76%         99.6397
 6/30/87     8.50%       8.68%        101.4665      9.25%       9.47%        101.1218      8.27%       8.44%        100.4202
 7/31/87     8.89%       9.09%         95.9076      9.65%       9.88%         96.5486      8.35%       8.52%         99.8924
 8/31/87     9.17%       9.38%         97.2095      9.87%      10.12%         98.0309      8.64%       8.82%         99.6018
 9/30/87     9.77%      10.01%         94.2310     10.47%      10.74%         95.0500      9.29%       9.51%         99.1007
10/30/87     9.02%       9.22%        107.7465      9.65%       9.88%        107.2135      8.76%       8.95%        100.7365
11/30/87     9.11%       9.31%         99.0803      9.84%      10.09%         98.3064      8.76%       8.95%         99.9961
12/31/87     8.95%       9.15%        101.6556      9.64%       9.87%        101.8342      8.66%       8.84%        100.1438
 1/29/88     8.41%       8.59%        105.7953      9.06%       9.27%        105.2480      8.09%       8.26%        100.7819
 2/29/88     8.35%       8.52%        100.7396      8.97%       9.17%        100.8806      7.99%       8.15%        100.1400
 3/31/88     8.78%       8.98%         95.3907      9.47%       9.69%         95.5634      8.19%       8.36%         99.7251
 4/29/88     9.09%       9.30%         96.8608      9.78%      10.02%         97.2816      8.61%       8.79%         99.4244
 5/31/88     9.29%       9.51%         97.9725     10.05%      10.30%         97.6750      8.91%       9.11%         99.5865
 6/30/88     8.85%       9.05%        104.5799      9.57%       9.80%        104.2071      8.74%       8.93%        100.2293
 7/29/88     9.22%       9.43%         96.2813     10.26%      10.52%         94.2503      9.02%       9.22%         99.6206
 8/31/88     9.32%       9.54%         99.0211     10.25%      10.52%        100.0156      9.38%       9.60%         99.4998
 9/30/88     8.98%       9.18%        103.4977      9.83%      10.07%        103.6568      9.08%       9.28%        100.4210
10/31/88     8.73%       8.92%        102.6830      9.46%       9.68%        103.3470      8.91%       9.11%        100.2296
11/30/88     9.06%       9.27%         96.5498      9.82%      10.06%         96.8502      9.41%       9.63%         99.3101
12/30/88     8.99%       9.19%        100.7340      9.69%       9.93%        101.1028      9.79%      10.03%         99.4848
 1/31/89     8.83%       9.03%        101.6630      9.49%       9.72%        101.8023      9.71%       9.94%        100.1133
 2/28/89     9.13%       9.34%         96.9254      9.65%       9.88%         98.6210     10.09%      10.34%         99.4842
 3/31/89     9.10%       9.30%        100.3944      9.64%       9.88%        100.0236     10.48%      10.76%         99.4598
 4/28/89     8.92%       9.12%        101.7912      9.41%       9.63%        102.1189     10.07%      10.33%        100.5587
 5/31/89     8.60%       8.79%        103.4278      9.12%       9.33%        102.5890      9.63%       9.87%        100.6021
 6/30/89     8.05%       8.21%        106.2381      8.58%       8.77%        105.1340      9.04%       9.25%        100.8134
 7/31/89     7.92%       8.07%        101.5115      8.43%       8.60%        101.4964      8.67%       8.86%        100.5090
 8/31/89     8.21%       8.38%         96.7600      8.58%       8.77%         98.5091      9.32%       9.54%         99.1127
 9/29/89     8.24%       8.41%         99.6298      8.68%       8.86%         99.1350      9.35%       9.57%         99.9593
10/31/89     7.91%       8.07%        103.7378      8.33%       8.50%        103.3720      8.87%       9.06%        100.6658
11/30/89     7.90%       8.05%        100.2165      8.31%       8.48%        100.1388      8.71%       8.90%        100.2092
12/29/89     7.99%       8.15%         98.9240      8.44%       8.62%         98.7531      8.86%       9.05%         99.8015
 1/31/90     8.46%       8.64%         94.9131      8.97%       9.17%         95.1120      9.19%       9.40%         99.5427
 2/28/90     8.54%       8.72%         99.1404      9.03%       9.23%         99.5131      9.32%       9.53%         99.8288
 3/30/90     8.64%       8.83%         98.9426      9.07%       9.27%         99.6378      9.39%       9.61%         99.8987
 4/30/90     9.02%       9.22%         96.1069      9.47%       9.70%         96.3599      9.65%       9.88%         99.6501
 5/31/90     8.58%       8.76%        104.6835      9.05%       9.26%        103.8650      9.21%       9.42%        100.5974
 6/29/90     8.40%       8.57%        101.9818      8.86%       9.05%        101.8196      8.96%       9.16%        100.3442
 7/31/90     8.42%       8.59%         99.7955      8.86%       9.05%        100.0147      8.70%       8.89%        100.3599
 8/31/90     8.98%       9.18%         94.1903      9.87%      10.11%         91.2071      8.76%       8.95%         99.9143
 9/28/90     8.94%       9.14%        100.3600      9.85%      10.09%        100.1822      8.92%       9.12%         99.7824
10/31/90     8.78%       8.97%        101.7241      9.77%      10.01%        100.7231      8.84%       9.03%        100.1155
11/30/90     8.40%       8.58%        104.1445      9.49%       9.72%        102.4382      8.68%       8.87%        100.2145
12/31/90     8.24%       8.41%        101.8195      9.47%       9.69%        100.2070      8.46%       8.64%        100.3038
 1/31/91     8.20%       8.36%        100.4431      9.31%       9.52%        101.4593      8.44%       8.62%        100.0225
 2/28/91     8.19%       8.36%        100.0369      9.23%       9.44%        100.7443      8.27%       8.45%        100.2347
 3/29/91     8.24%       8.41%         99.4909      9.26%       9.48%         99.6669      8.11%       8.27%        100.2307
 4/30/91     8.18%       8.35%        100.6179      9.24%       9.45%        100.2092      7.88%       8.03%        100.3202
 5/31/91     8.26%       8.43%         99.1458      9.25%       9.46%         99.9189      7.70%       7.85%        100.2496
 6/28/91     8.42%       8.60%         98.2656      9.35%       9.57%         99.1059      7.88%       8.04%         99.7466
 7/31/91     8.36%       8.53%        100.6541      9.25%       9.46%        100.8802      7.72%       7.87%        100.2188
 8/30/91     8.06%       8.22%        103.3743      8.98%       9.18%        102.4878      7.35%       7.49%        100.5208
 9/30/91     7.81%       7.96%        102.8796      8.81%       9.00%        101.5856      7.03%       7.15%        100.4481
</TABLE>

                                   Appendix A
                                     Page 2
<PAGE>
<TABLE>
                                    Table 1
<CAPTION>
    Date   T-Bonds     T-Bonds         T-Bonds     Agency      Agency          Agency       STHG        STHG            STHG
           Coupon-      Annual        Old Bond      Bonds       Bonds       Bonds Old      Bonds       Bonds           Bonds
        Equivalent       Yield           Price    Coupon-      Annual            Bond     Coupon      Annual        Old Bond
             Yield                             Equivalent       Yield           Price Equivalent       Yield           Price
                                                    Yield                                  Yield
-------- ---------    --------       --------- ----------    --------       --------- ----------     -------        --------
<S>          <C>         <C>          <C>           <C>         <C>          <C>           <C>         <C>          <C>
10/31/91     7.90%       8.06%         98.9722      8.94%       9.14%         98.7988      6.67%       6.78%        100.5031
11/29/91     7.95%       8.11%         99.4317      8.79%       8.98%        101.4011      6.48%       6.58%        100.2717
12/31/91     7.40%       7.54%        106.5922      8.30%       8.47%        104.7428      5.98%       6.07%        100.7101
 1/31/92     7.76%       7.91%         95.8335      8.50%       8.68%         98.0923      6.07%       6.16%         99.8742
 2/28/92     7.83%       7.98%         99.1953      8.73%       8.92%         97.8424      6.09%       6.18%         99.9675
 3/31/92     7.97%       8.13%         98.4118      8.78%       8.97%         99.4738      6.36%       6.46%         99.6195
 4/30/92     8.05%       8.21%         99.0993      8.88%       9.08%         98.9570      5.95%       6.04%        100.5730
 5/31/92     7.84%       7.99%        102.4119      8.58%       8.76%        103.2153      5.70%       5.79%        100.3546
 6/30/92     7.79%       7.94%        100.5770      8.55%       8.73%        100.3224      5.41%       5.48%        100.4182
 7/31/92     7.46%       7.60%        103.9321      8.39%       8.57%        101.7450      5.00%       5.06%        100.5898
 8/31/92     7.42%       7.56%        100.4785      8.33%       8.50%        100.6580      4.76%       4.81%        100.3421
 9/30/92     7.37%       7.51%        100.6011      8.23%       8.40%        101.1070      4.41%       4.46%        100.5012
10/31/92     7.63%       7.78%         96.9528      8.45%       8.63%         97.6138      5.03%       5.09%         99.1135
11/30/92     7.60%       7.74%        100.3526      8.59%       8.77%         98.5009      5.48%       5.56%         99.3561
12/31/92     7.39%       7.53%        102.5195      9.06%       9.27%         95.1759      5.25%       5.32%        100.3362
 1/31/93     7.22%       7.35%        102.0741      8.81%       9.00%        102.6240      4.83%       4.89%        100.5950
 2/28/93     6.89%       7.01%        104.1619      8.52%       8.70%        103.1252      4.54%       4.59%        100.4174
 3/31/93     6.82%       6.94%        100.8891      8.54%       8.72%         99.7849      4.46%       4.51%        100.1134
 4/30/93     6.92%       7.04%         98.7426      8.53%       8.71%        100.1077      4.35%       4.40%        100.1610
 5/31/93     6.81%       6.93%        101.3986      8.54%       8.72%         99.8924      4.69%       4.74%         99.5130
 6/30/93     6.63%       6.74%        102.3313      8.22%       8.39%        103.5456      4.48%       4.53%        100.3014
 7/31/93     6.32%       6.42%        104.1465      8.10%       8.26%        101.3447      4.50%       4.55%         99.9727
 8/31/93     6.00%       6.09%        104.4281      7.73%       7.88%        104.2947      4.33%       4.38%        100.2415
 9/30/93     5.94%       6.03%        100.8356      7.66%       7.81%        100.8180      4.32%       4.36%        100.0201
10/31/93     6.21%       6.31%         96.3464      7.65%       7.80%        100.1170      4.43%       4.47%         99.8435
11/30/93     6.25%       6.35%         99.4610      8.04%       8.20%         95.6051      4.58%       4.63%         99.7835
12/31/93     6.22%       6.32%        100.4055      8.08%       8.24%         99.5509      4.53%       4.58%        100.0674
 1/31/94     6.29%       6.39%         99.0607      7.88%       8.04%        102.2883      4.36%       4.40%        100.2500
 2/28/94     6.68%       6.79%         95.0183      8.36%       8.53%         94.7610      4.87%       4.93%         99.2679
 3/31/94     7.09%       7.22%         94.8720      8.83%       9.03%         95.0640      5.36%       5.43%         99.2984
 4/29/94     7.32%       7.45%         97.2481      9.07%       9.27%         97.5673      5.88%       5.97%         99.2595
 5/31/94     7.43%       7.57%         98.6520      9.21%       9.43%         98.5151      6.19%       6.28%         99.5694
 6/30/94     7.62%       7.77%         97.7783      9.43%       9.65%         97.8855      6.36%       6.46%         99.7618
 7/29/94     7.38%       7.52%        102.8789      9.08%       9.29%        103.5570      6.22%       6.32%        100.1891
 8/31/94     7.45%       7.59%         99.1979      9.22%       9.44%         98.5361      6.34%       6.44%         99.8351
 9/30/94     7.82%       7.97%         95.7421      8.21%       8.38%        111.2693      6.76%       6.88%         99.4047
10/31/94     7.96%       8.12%         98.3455      8.34%       8.51%         98.5664      6.99%       7.11%         99.6834
11/30/94     8.00%       8.16%         99.6039      8.34%       8.51%        100.0062      7.69%       7.84%         99.0217
12/30/94     7.89%       8.04%        101.2846      8.20%       8.37%        101.5408      8.02%       8.18%         99.5408
 1/31/95     7.71%       7.86%        102.0481      8.06%       8.22%        101.6144      7.59%       7.74%        100.6031
 2/28/95     7.46%       7.60%        102.9698      7.85%       8.00%        102.3596      7.09%       7.22%        100.6984
 3/31/95     7.43%       7.57%        100.3791      7.80%       7.95%        100.5897      7.11%       7.24%         99.9706
 4/28/95     7.34%       7.47%        101.1114      7.70%       7.85%        101.1540      6.91%       7.03%        100.2888
 5/31/95     6.66%       6.77%        108.7546      7.02%       7.14%        108.5221      6.26%       6.35%        100.9185
 6/30/95     6.58%       6.69%        101.0415      6.95%       7.07%        100.7904      6.21%       6.30%        100.0678
 7/31/95     6.80%       6.92%         97.1999      7.17%       7.30%         97.2813      6.19%       6.29%        100.0254
 8/31/95     6.50%       6.61%        103.9380      7.04%       7.16%        101.7039      6.14%       6.23%        100.0777
 9/29/95     6.53%       6.64%         99.6074      6.96%       7.08%        100.9299      6.18%       6.27%         99.9393
10/31/95     6.32%       6.42%        102.8090      6.72%       6.83%        103.1387      5.99%       6.08%        100.2702
11/30/95     6.11%       6.20%        102.8720      6.50%       6.60%        102.8946      5.76%       5.84%        100.3289
12/29/95     5.92%       6.01%        102.6519      6.39%       6.49%        101.4632      5.54%       5.62%        100.2997
 1/31/96     5.95%       6.04%         99.5826      6.35%       6.45%        100.4925      5.27%       5.34%        100.3845

</TABLE>

                                   Appendix A
                                     Page 3
<PAGE>
<TABLE>
                                    Table 1
<CAPTION>
    Date   T-Bonds     T-Bonds         T-Bonds     Agency      Agency          Agency       STHG        STHG            STHG
           Coupon-      Annual        Old Bond      Bonds       Bonds       Bonds Old      Bonds       Bonds           Bonds
        Equivalent       Yield           Price    Coupon-      Annual            Bond     Coupon      Annual        Old Bond
             Yield                             Equivalent       Yield           Price Equivalent       Yield           Price
                                                    Yield                                  Yield
-------- ---------    --------       --------- ----------    --------       --------- ----------     -------        --------
<S>          <C>         <C>          <C>           <C>         <C>          <C>           <C>         <C>          <C>
 2/29/96     6.47%       6.57%         93.1527      6.84%       6.95%         93.8454      5.71%       5.79%         99.3873
 3/31/96     6.73%       6.84%         96.6670      7.04%       7.16%         97.4797      6.00%       6.09%         99.5884
 4/30/96     6.97%       7.09%         96.9976      7.22%       7.35%         97.7441      6.24%       6.34%         99.6585
 5/31/96     7.00%       7.12%         99.6258      7.35%       7.48%         98.5159      6.38%       6.48%         99.8069
 6/30/96     6.90%       7.02%        101.2599      7.26%       7.39%        101.1073      6.28%       6.38%        100.1340
 7/31/96     6.98%       7.10%         99.0002      7.34%       7.48%         98.9449      6.40%       6.50%         99.8366
 8/31/96     7.13%       7.26%         98.1534      7.50%       7.64%         98.1949      6.47%       6.58%         99.8944
 9/30/96     6.93%       7.05%        102.5122      7.28%       7.41%        102.6287      6.27%       6.36%        100.2920
10/31/96     6.66%       6.77%        103.4861      7.04%       7.17%        102.9418      5.91%       6.00%        100.4968
11/30/96     6.36%       6.46%        103.9960      6.71%       6.82%        104.3268      5.81%       5.89%        100.1488
12/31/96     6.65%       6.76%         96.2518      6.95%       7.07%         96.9547      6.06%       6.15%         99.6523
 1/31/97     6.80%       6.92%         98.0908      7.13%       7.26%         97.7454      6.05%       6.14%        100.0085
 2/28/97     6.80%       6.92%        100.0000      7.22%       7.35%         98.9710      6.18%       6.28%         99.8108
 3/31/97     7.10%       7.23%         96.2957      7.49%       7.63%         96.7459      6.55%       6.66%         99.4865
 4/30/97     6.95%       7.07%        101.8803      7.34%       7.47%        101.8085      6.43%       6.53%        100.1704
 5/31/97     6.92%       7.04%        100.3772      7.28%       7.41%        100.7277      6.33%       6.43%        100.1325
 6/30/97     6.80%       6.92%        101.5273      7.08%       7.21%        102.4745      6.26%       6.36%        100.1002
 7/31/97     6.30%       6.40%        106.7021      6.63%       6.74%        105.8282      5.96%       6.05%        100.4259
 8/31/97     6.61%       6.72%         95.9768      6.89%       7.01%         96.7209      6.19%       6.28%         99.6809
 9/30/97     6.47%       6.57%        101.8435      6.85%       6.97%        100.5065      6.06%       6.15%        100.1767
10/31/97     6.21%       6.31%        103.5183      6.81%       6.93%        100.5086      5.99%       6.08%        100.0962
11/30/97     6.12%       6.21%        101.2296      6.50%       6.61%        104.0693      6.20%       6.29%         99.7148
12/31/97     5.93%       6.02%        102.6490      6.33%       6.43%        102.2715      6.06%       6.15%        100.1965
 1/31/98     5.82%       5.90%        101.5520      6.22%       6.32%        101.4869      5.80%       5.88%        100.3713
 2/28/98     5.92%       6.01%         98.6043      6.30%       6.40%         98.9277      5.97%       6.06%         99.7496
 3/31/98     5.94%       6.03%         99.7215      6.26%       6.36%        100.5384      6.00%       6.09%         99.9604
 4/30/98     5.95%       6.04%         99.8609      6.28%       6.38%         99.7314      5.99%       6.08%        100.0198
 5/31/98     5.81%       5.89%        101.9774      6.18%       6.28%        101.3575      5.97%       6.05%        100.0297
 6/30/98     5.62%       5.70%        102.7397      5.97%       6.06%        102.9153      5.94%       6.02%        100.0410
 7/31/98     5.72%       5.80%         98.5737      6.08%       6.17%         98.4908      5.93%       6.02%        100.0085
 8/31/98     5.30%       5.37%        106.2747      5.94%       6.03%        101.9498      5.69%       5.77%        100.3476
 9/30/98     4.98%       5.04%        104.9567      5.56%       5.64%        105.5157      5.24%       5.31%        100.6283
10/31/98     5.15%       5.22%         97.4171      6.02%       6.11%         93.6482      5.34%       5.41%         99.8605
11/30/98     5.08%       5.14%        101.0720      5.62%       5.70%        105.7678      5.43%       5.51%         99.8692
12/31/98     5.09%       5.15%         99.8470      5.65%       5.73%         99.5688      5.43%       5.51%        100.0014
 1/31/99     5.09%       5.15%        100.0000      5.73%       5.81%         98.8602      5.34%       5.41%        100.1352
 2/28/99     5.57%       5.65%         93.0405                                             5.74%       5.82%         99.4272
 3/31/99     5.63%       5.71%         99.1358                                             5.56%       5.64%        100.2571
 4/30/99     5.68%       5.76%         99.2837                                             5.61%       5.68%         99.9375
 5/31/99     5.84%       5.93%         97.7475                                             5.97%       6.05%         99.4907
 6/30/99     5.98%       6.07%         98.0586                                             6.11%       6.21%         99.7895
 7/31/99     6.11%       6.20%         98.2221                                             6.35%       6.45%         99.6688
 8/31/99     6.07%       6.16%        100.5494                                             6.55%       6.66%         99.7158
 9/30/99     6.06%       6.15%        100.1375                                             6.44%       6.55%        100.1507
10/31/99     6.16%       6.25%         98.6396                                             6.57%       6.67%         99.8298
11/30/99     6.29%       6.39%         98.2556                                             6.73%       6.84%         99.7697
12/31/99     6.48%       6.58%         97.5007                                             6.94%       7.06%         99.7071
 1/31/00     6.49%       6.60%         99.8686                                             7.19%       7.32%         99.6434

</TABLE>

                                   Appendix A
                                     Page 4
<PAGE>

<TABLE>
                                    Table 2
<CAPTION>
    Date  T-Bill   T-Bill     T-Bill    Accep-    Accep-     Accep-        CD's     CD's        CD's        Repos      Repos
            Bank   Annual     Market    tances    tances     tances        Bank   Annual      Market         Bank     Annual
        Discount    Yield      Price      Bank    Annual     Market    Discount    Yield       Price     Discount      Yield
            Rate                      Discount     Yield      Price        Rate                              Rate
                                          Rate
-------- -------   ------    -------    ------    ------    -------      ------   ------     -------       ------     ------
<S>       <C>      <C>       <C>        <C>       <C>       <C>          <C>      <C>        <C>           <C>        <C>
12/31/81  11.08%   12.07%    97.1992    12.40%    13.63%    96.8656      12.90%   14.22%     96.7392       11.25%     12.08%
 1/29/82  12.52%   13.77%    96.8352    13.55%    15.00%    96.5749      13.95%   15.49%     96.4738       13.13%     14.24%
 2/26/82  12.44%   13.67%    96.8554    13.65%    15.12%    96.5496      14.10%   15.67%     96.4358       12.50%     13.51%
 3/31/82  13.26%   14.65%    96.6482    14.10%    15.67%    96.4358      14.80%   16.52%     96.2589       15.50%     17.02%
 4/30/82  12.34%   13.55%    96.8807    13.75%    15.24%    96.5243      14.20%   15.79%     96.4106       12.50%     13.51%
 5/31/82  11.50%   12.56%    97.0931    12.95%    14.28%    96.7265      13.40%   14.82%     96.6128       11.88%     12.80%
 6/30/82  12.76%   14.05%    96.7746    14.70%    16.40%    96.2842      15.05%   16.83%     96.1957       11.88%     12.80%
 7/30/82  10.17%   11.01%    97.4293    11.60%    12.68%    97.0678      12.00%   13.15%     96.9667        9.75%     10.39%
 8/31/82   8.42%    9.01%    97.8716     9.90%    10.70%    97.4975      10.40%   11.28%     97.3711        8.75%      9.28%
 9/30/82   7.62%    8.11%    98.0738    10.05%    10.87%    97.4596      10.50%   11.39%     97.3458       10.25%     10.95%
10/29/82   7.90%    8.43%    98.0031     8.80%     9.44%    97.7756       9.05%    9.73%     97.7124        9.13%      9.69%
11/30/82   8.28%    8.85%    97.9070     8.60%     9.22%    97.8261       8.95%    9.61%     97.7376        8.75%      9.28%
12/31/82   7.92%    8.45%    97.9980     8.55%     9.16%    97.8388       8.65%    9.27%     97.8135       12.00%     12.94%
 1/31/83   8.10%    8.65%    97.9525     8.50%     9.10%    97.8514       8.65%    9.27%     97.8135        8.38%      8.86%
 2/28/83   7.93%    8.46%    97.9955     8.05%     8.60%    97.9651       8.20%    8.76%     97.9272        8.25%      8.73%
 3/31/83   8.64%    9.26%    97.8160     8.90%     9.56%    97.7503       9.15%    9.84%     97.6871       10.25%     10.95%
 4/29/83   8.08%    8.63%    97.9576     8.25%     8.82%    97.9146       8.35%    8.93%     97.8893        8.50%      9.00%
 5/31/83   8.63%    9.25%    97.8185     8.95%     9.61%    97.7376       9.05%    9.73%     97.7124        8.40%      8.89%
 6/30/83   8.79%    9.43%    97.7781     9.00%     9.67%    97.7250       9.15%    9.84%     97.6871        9.38%      9.97%
 7/29/83   9.22%    9.92%    97.6694     9.45%    10.18%    97.6113       9.60%   10.36%     97.5733        9.20%      9.78%
 8/31/83   9.26%    9.97%    97.6593     9.55%    10.30%    97.5860       9.80%   10.58%     97.5228        9.25%      9.83%
 9/30/83   8.71%    9.34%    97.7983     9.00%     9.67%    97.7250       9.25%    9.95%     97.6618        9.50%     10.11%
10/31/83   8.51%    9.11%    97.8489     9.00%     9.67%    97.7250       9.30%   10.01%     97.6492        9.13%      9.69%
11/30/83   8.88%    9.53%    97.7553     9.13%     9.81%    97.6934       9.33%   10.05%     97.6416        8.88%      9.42%
12/30/83   8.97%    9.64%    97.7326     9.45%    10.18%    97.6113       9.65%   10.41%     97.5607       10.88%     11.66%
 1/31/84   8.89%    9.54%    97.7528     9.15%     9.84%    97.6871       9.37%   10.09%     97.6315        9.15%      9.72%
 2/29/84   9.14%    9.83%    97.6896     9.45%    10.18%    97.6113       9.70%   10.47%     97.5481        9.00%      9.56%
 3/30/84   9.72%   10.49%    97.5430    10.10%    10.93%    97.4469      10.28%   11.14%     97.4014       10.00%     10.67%
 4/30/84   9.72%   10.49%    97.5430    10.32%    11.18%    97.3913      10.55%   11.45%     97.3332       10.25%     10.95%
 5/31/84   9.75%   10.53%    97.5354    10.88%    11.84%    97.2498      11.45%   12.50%     97.1057       10.00%     10.67%
 6/29/84   9.92%   10.72%    97.4924    11.42%    12.47%    97.1133      11.75%   12.86%     97.0299       10.15%     10.84%
 7/31/84  10.40%   11.28%    97.3711    11.15%    12.15%    97.1815      11.43%   12.48%     97.1108       11.38%     12.23%
 8/31/84  10.63%   11.54%    97.3130    11.24%    12.26%    97.1588      11.60%   12.68%     97.0678       11.50%     12.37%
 9/28/84  10.22%   11.07%    97.4166    10.77%    11.71%    97.2776      11.23%   12.24%     97.1613       10.75%     11.52%
10/31/84   9.01%    9.68%    97.7225     9.48%    10.22%    97.6037       9.56%   10.31%     97.5834        9.80%     10.45%
11/30/84   8.44%    9.03%    97.8666     8.89%     9.54%    97.7528       8.92%    9.58%     97.7452        8.55%      9.06%
12/31/84   7.85%    8.37%    98.0157     8.20%     8.76%    97.9272       8.45%    9.05%     97.8640        8.88%      9.42%
 1/31/85   8.05%    8.60%    97.9651     8.17%     8.73%    97.9348       8.30%    8.88%     97.9019        8.38%      8.86%
 2/28/85   8.50%    9.10%    97.8514     8.75%     9.39%    97.7882       8.90%    9.56%     97.7503        8.50%      9.00%
 3/29/85   8.18%    8.74%    97.9323     8.60%     9.22%    97.8261       8.78%    9.42%     97.7806        8.50%      9.00%
 4/30/85   7.85%    8.37%    98.0157     8.15%     8.71%    97.9399       8.40%    8.99%     97.8767        8.00%      8.45%
 5/31/85   7.14%    7.58%    98.1952     7.37%     7.83%    98.1370       7.43%    7.90%     98.1219        7.35%      7.74%
 6/28/85   6.83%    7.24%    98.2735     7.37%     7.83%    98.1370       7.49%    7.97%     98.1067        7.55%      7.96%
 7/31/85   7.28%    7.73%    98.1598     7.70%     8.20%    98.0536       7.83%    8.35%     98.0208        8.75%      9.28%
 8/30/85   7.14%    7.58%    98.1952     7.67%     8.17%    98.0612       7.82%    8.34%     98.0233        7.45%      7.85%
 9/30/85   7.04%    7.47%    98.2204     7.70%     8.20%    98.0536       7.84%    8.36%     98.0182        7.65%      8.07%
10/31/85   7.19%    7.63%    98.1825     7.70%     8.20%    98.0536       7.71%    8.21%     98.0511        7.70%      8.12%
11/29/85   7.16%    7.60%    98.1901     7.73%     8.24%    98.0460       7.83%    8.35%     98.0208        7.80%      8.23%
12/31/85   7.05%    7.48%    98.2179     7.55%     8.04%    98.0915       7.72%    8.23%     98.0486        7.70%      8.12%
 1/31/86   6.97%    7.39%    98.2381     7.55%     8.04%    98.0915       7.69%    8.19%     98.0561        7.80%      8.23%
 2/28/86   7.02%    7.45%    98.2255     7.49%     7.97%    98.1067       7.54%    8.02%     98.0941        7.65%      8.07%
 3/31/86   6.34%    6.69%    98.3974     6.82%     7.22%    98.2761       7.08%    7.51%     98.2103        7.35%      7.74%
 4/30/86   6.10%    6.43%    98.4581     6.43%     6.79%    98.3746       6.50%    6.87%     98.3569        6.70%      7.03%
 5/30/86   6.30%    6.65%    98.4075     6.66%     7.05%    98.3165       6.80%    7.20%     98.2811        6.55%      6.87%
 6/30/86   5.96%    6.28%    98.4934     6.44%     6.80%    98.3721       6.55%    6.93%     98.3443        7.38%      7.76%
 7/31/86   5.79%    6.09%    98.5364     6.11%     6.44%    98.4555       6.30%    6.65%     98.4075        6.20%      6.49%
 8/29/86   5.17%    5.42%    98.6931     5.31%     5.57%    98.6578       5.45%    5.72%     98.6224        5.50%      5.74%
 9/30/86   5.20%    5.45%    98.6856     5.67%     5.96%    98.5668       5.82%    6.12%     98.5288        5.75%      6.00%
10/31/86   5.20%    5.45%    98.6856     5.53%     5.81%    98.6021       5.70%    5.99%     98.5592        5.65%      5.90%
11/28/86   5.39%    5.66%    98.6375     5.67%     5.96%    98.5668       5.78%    6.08%     98.5389        5.25%      5.47%
12/31/86   5.67%    5.96%    98.5668     5.95%     6.27%    98.4960       6.50%    6.87%     98.3569       17.00%     18.82%
</TABLE>

                                   Appendix A
                                     Page 1
<PAGE>
<TABLE>
                                    Table 2
<CAPTION>
    Date  T-Bill   T-Bill     T-Bill    Accep-    Accep-     Accep-        CD's     CD's        CD's        Repos      Repos
            Bank   Annual     Market    tances    tances     tances        Bank   Annual      Market         Bank     Annual
        Discount    Yield      Price      Bank    Annual     Market    Discount    Yield       Price     Discount      Yield
            Rate                      Discount     Yield      Price        Rate                              Rate
                                          Rate
-------- -------   ------    -------    ------    ------    -------      ------   ------     -------       ------     ------
<S>        <C>      <C>      <C>         <C>       <C>      <C>           <C>      <C>       <C>            <C>        <C>
 1/30/87   5.60%    5.89%    98.5844     5.85%     6.16%    98.5213       6.10%    6.43%     98.4581        5.95%      6.22%
 2/27/87   5.45%    5.72%    98.6224     5.98%     6.30%    98.4884       6.15%    6.49%     98.4454        5.80%      6.06%
 3/31/87   5.61%    5.90%    98.5819     6.15%     6.49%    98.4454       6.32%    6.67%     98.4024        6.00%      6.27%
 4/30/87   5.53%    5.81%    98.6021     6.71%     7.10%    98.3039       6.70%    7.09%     98.3064        6.05%      6.33%
 5/29/87   5.86%    6.17%    98.5187     6.96%     7.38%    98.2407       6.97%    7.39%     98.2381        6.40%      6.70%
 6/30/87   5.73%    6.03%    98.5516     6.87%     7.28%    98.2634       6.95%    7.37%     98.2432        6.50%      6.81%
 7/31/87   6.07%    6.40%    98.4656     6.60%     6.98%    98.3317       6.77%    7.17%     98.2887        6.45%      6.76%
 8/31/87   6.25%    6.60%    98.4201     6.83%     7.24%    98.2735       7.05%    7.48%     98.2179        6.70%      7.03%
 9/30/87   6.61%    6.99%    98.3291     7.72%     8.23%    98.0486       7.98%    8.52%     97.9828        7.45%      7.85%
10/30/87   5.27%    5.53%    98.6679     7.25%     7.70%    98.1674       7.55%    8.04%     98.0915        6.65%      6.98%
11/30/87   5.21%    5.46%    98.6830     7.55%     8.04%    98.0915       7.70%    8.20%     98.0536        6.75%      7.08%
12/31/87   5.68%    5.97%    98.5642     7.08%     7.51%    98.2103       7.20%    7.65%     98.1800        6.90%      7.25%
 1/29/88   5.64%    5.93%    98.5743     6.77%     7.17%    98.2887       6.68%    7.07%     98.3114        6.35%      6.65%
 2/29/88   5.62%    5.91%    98.5794     6.49%     6.86%    98.3595       6.57%    6.95%     98.3393        6.30%      6.60%
 3/31/88   5.71%    6.00%    98.5566     6.60%     6.98%    98.3317       6.70%    7.09%     98.3064        6.50%      6.81%
 4/29/88   5.98%    6.30%    98.4884     6.94%     7.36%    98.2457       7.10%    7.53%     98.2053        6.80%      7.14%
 5/31/88   6.43%    6.79%    98.3746     7.42%     7.89%    98.1244       7.60%    8.09%     98.0789        6.80%      7.14%
 6/30/88   6.56%    6.94%    98.3418     7.51%     7.99%    98.1016       7.75%    8.26%     98.0410        7.30%      7.68%
 7/29/88   6.95%    7.37%    98.2432     7.94%     8.47%    97.9929       7.94%    8.47%     97.9929        7.56%      7.97%
 8/31/88   7.30%    7.76%    98.1547     8.26%     8.83%    97.9121       8.55%    9.16%     97.8388        7.70%      8.12%
 9/30/88   7.25%    7.70%    98.1674     8.19%     8.75%    97.9298       8.45%    9.05%     97.8640        8.50%      9.00%
10/31/88   7.36%    7.82%    98.1396     8.18%     8.74%    97.9323       8.45%    9.05%     97.8640        8.10%      8.56%
11/30/88   7.83%    8.35%    98.0208     8.88%     9.53%    97.7553       9.00%    9.67%     97.7250        8.20%      8.67%
12/30/88   8.10%    8.65%    97.9525     8.83%     9.48%    97.7680       9.25%    9.95%     97.6618        9.25%      9.83%
 1/31/89   8.39%    8.98%    97.8792     8.96%     9.62%    97.7351       9.20%    9.90%     97.6744        8.80%      9.33%
 2/28/89   8.71%    9.34%    97.7983     9.76%    10.54%    97.5329      10.13%   10.97%     97.4394        9.50%     10.11%
 3/31/89   8.90%    9.56%    97.7503     9.86%    10.65%    97.5076      10.15%   10.99%     97.4343        9.50%     10.11%
 4/28/89   8.41%    9.00%    97.8741     9.50%    10.24%    97.5986       9.80%   10.58%     97.5228        9.45%     10.06%
 5/31/89   8.61%    9.23%    97.8236     9.25%     9.95%    97.6618       9.40%   10.13%     97.6239        9.60%     10.22%
 6/30/89   7.99%    8.53%    97.9803     8.76%     9.40%    97.7857       9.10%    9.78%     97.6997        9.40%     10.00%
 7/31/89   7.80%    8.31%    98.0283     8.14%     8.70%    97.9424       8.40%    8.99%     97.8767        8.55%      9.06%
 8/31/89   7.89%    8.42%    98.0056     8.56%     9.17%    97.8362       8.80%    9.44%     97.7756        8.80%      9.33%
 9/29/89   7.91%    8.44%    98.0005     8.75%     9.39%    97.7882       9.00%    9.67%     97.7250        9.10%      9.67%
10/31/89   7.77%    8.28%    98.0359     8.26%     8.83%    97.9121       8.49%    9.09%     97.8539        8.80%      9.33%
11/30/89   7.59%    8.08%    98.0814     8.08%     8.63%    97.9576       8.30%    8.88%     97.9019        8.55%      9.06%
12/29/89   7.55%    8.04%    98.0915     7.89%     8.42%    98.0056       8.10%    8.65%     97.9525        9.20%      9.78%
 1/31/90   7.74%    8.25%    98.0435     8.00%     8.54%    97.9778       8.27%    8.84%     97.9095        8.15%      8.62%
 2/28/90   7.77%    8.28%    98.0359     7.99%     8.53%    97.9803       8.25%    8.82%     97.9146        8.13%      8.59%
 3/30/90   7.80%    8.31%    98.0283     8.15%     8.71%    97.9399       8.40%    8.99%     97.8767        8.05%      8.51%
 4/30/90   7.79%    8.30%    98.0309     8.29%     8.87%    97.9045       8.56%    9.17%     97.8362        7.95%      8.40%
 5/31/90   7.75%    8.26%    98.0410     8.03%     8.57%    97.9702       8.28%    8.85%     97.9070        8.00%      8.45%
 6/29/90   7.74%    8.25%    98.0435     7.96%     8.49%    97.9879       8.25%    8.82%     97.9146        8.20%      8.67%
 7/31/90   7.49%    7.97%    98.1067     7.59%     8.08%    98.0814       7.92%    8.45%     97.9980        7.93%      8.37%
 8/31/90   7.39%    7.86%    98.1320     7.70%     8.20%    98.0536       8.02%    8.56%     97.9727        7.95%      8.40%
 9/28/90   7.14%    7.58%    98.1952     7.92%     8.45%    97.9980       8.19%    8.75%     97.9298        8.00%      8.45%
10/31/90   7.11%    7.55%    98.2028     7.66%     8.16%    98.0637       7.96%    8.49%     97.9879        7.75%      8.18%
11/30/90   7.02%    7.45%    98.2255     7.90%     8.43%    98.0031       8.30%    8.88%     97.9019        7.55%      7.96%
12/31/90   6.44%    6.80%    98.3721     7.17%     7.61%    98.1876       7.50%    7.98%     98.1042        6.75%      7.08%
 1/31/91   6.12%    6.45%    98.4530     6.71%     7.10%    98.3039       6.97%    7.39%     98.2381        7.25%      7.63%
 2/28/91   6.04%    6.37%    98.4732     6.54%     6.91%    98.3468       6.75%    7.15%     98.2938        6.85%      7.19%
 3/29/91   5.74%    6.04%    98.5491     6.08%     6.41%    98.4631       6.27%    6.62%     98.4151        7.50%      7.90%
 4/30/91   5.51%    5.79%    98.6072     5.75%     6.05%    98.5465       5.95%    6.27%     98.4960        5.75%      6.00%
 5/31/91   5.53%    5.81%    98.6021     5.85%     6.16%    98.5213       5.95%    6.27%     98.4960        5.80%      6.06%
 6/28/91   5.54%    5.82%    98.5996     5.95%     6.27%    98.4960       6.07%    6.40%     98.4656        5.85%      6.11%
 7/31/91   5.53%    5.81%    98.6021     5.90%     6.21%    98.5086       5.97%    6.29%     98.4909        5.90%      6.17%
 8/30/91   5.33%    5.59%    98.6527     5.55%     5.83%    98.5971       5.70%    5.99%     98.5592        5.40%      5.63%
 9/30/91   5.11%    5.35%    98.7083     5.40%     5.67%    98.6350       5.55%    5.83%     98.5971        6.60%      6.92%
10/31/91   4.82%    5.04%    98.7816     5.05%     5.29%    98.7235       5.20%    5.45%     98.6856        5.00%      5.20%
11/29/91   4.35%    4.53%    98.9004     4.84%     5.06%    98.7766       4.95%    5.18%     98.7488        4.82%      5.01%
12/31/91   3.86%    4.01%    99.0243     4.05%     4.21%    98.9763       4.18%    4.35%     98.9434        5.25%      5.47%
 1/31/92   3.84%    3.99%    99.0293     4.01%     4.17%    98.9864       4.15%    4.32%     98.9510        5.65%      5.90%
</TABLE>

                                   Appendix A
                                     Page 2
<PAGE>
<TABLE>
                                    Table 2
<CAPTION>

    Date  T-Bill   T-Bill     T-Bill    Accep-    Accep-     Accep-        CD's     CD's        CD's        Repos      Repos
            Bank   Annual     Market    tances    tances     tances        Bank   Annual      Market         Bank     Annual
        Discount    Yield      Price      Bank    Annual     Market    Discount    Yield       Price     Discount      Yield
            Rate                      Discount     Yield      Price        Rate                              Rate
                                          Rate
-------- -------   ------    -------    ------    ------    -------      ------   ------     -------       ------     ------
<S>        <C>      <C>      <C>         <C>       <C>      <C>           <C>      <C>       <C>            <C>        <C>
 2/28/92   3.93%    4.09%    99.0066     4.07%     4.24%    98.9712       4.18%    4.35%     98.9434        4.05%      4.19%
 3/31/92   4.05%    4.21%    98.9763     4.17%     4.34%    98.9459       4.30%    4.48%     98.9131        4.63%      4.81%
 4/30/92   3.70%    3.84%    99.0647     4.00%     4.16%    98.9889       3.85%    4.00%     99.0268        3.75%      3.88%
 5/31/92   3.70%    3.84%    99.0647     3.84%     3.99%    99.0293       3.95%    4.11%     99.0015        3.75%      3.88%
 6/30/92   3.57%    3.70%    99.0976     3.77%     3.92%    99.0470       3.88%    4.03%     99.0192        3.70%      3.82%
 7/31/92   3.18%    3.29%    99.1962     3.33%     3.45%    99.1583       3.38%    3.50%     99.1456        3.38%      3.49%
 8/31/92   3.16%    3.27%    99.2012     3.30%     3.42%    99.1658       3.42%    3.54%     99.1355        3.60%      3.72%
 9/30/92   2.69%    2.77%    99.3200     3.07%     3.17%    99.2240       3.15%    3.26%     99.2038        4.75%      4.93%
10/31/92   2.96%    3.06%    99.2518     3.33%     3.45%    99.1583       3.42%    3.54%     99.1355        3.05%      3.14%
11/30/92   3.27%    3.39%    99.1734     3.70%     3.84%    99.0647       3.85%    4.00%     99.0268        3.60%      3.72%
12/31/92   3.08%    3.18%    99.2214     3.31%     3.43%    99.1633       3.35%    3.47%     99.1532        3.50%      3.61%
 1/31/93   2.90%    3.00%    99.2669     3.09%     3.20%    99.2189       3.12%    3.23%     99.2113        3.05%      3.14%
 2/28/93   2.95%    3.05%    99.2543     3.09%     3.20%    99.2189       3.13%    3.24%     99.2088        3.25%      3.35%
 3/31/93   2.89%    2.98%    99.2695     3.10%     3.21%    99.2164       3.12%    3.23%     99.2113        4.00%      4.14%
 4/30/93   2.91%    3.01%    99.2644     3.04%     3.14%    99.2316       3.08%    3.18%     99.2214        3.00%      3.09%
 5/31/93   3.06%    3.16%    99.2265     3.16%     3.27%    99.2012       3.22%    3.33%     99.1861        3.10%      3.19%
 6/30/93   3.03%    3.13%    99.2341     3.14%     3.25%    99.2063       3.19%    3.30%     99.1936        3.80%      3.93%
 7/31/93   3.03%    3.13%    99.2341     3.11%     3.22%    99.2139       3.15%    3.26%     99.2038        2.95%      3.04%
 8/31/93   3.01%    3.11%    99.2391     3.09%     3.20%    99.2189       3.14%    3.25%     99.2063        3.20%      3.30%
 9/30/93   2.92%    3.02%    99.2619     3.10%     3.21%    99.2164       3.25%    3.36%     99.1785        3.40%      3.51%
10/31/93   3.03%    3.13%    99.2341     3.25%     3.36%    99.1785       3.30%    3.42%     99.1658        3.00%      3.09%
11/30/93   3.14%    3.25%    99.2063     3.31%     3.43%    99.1633       3.35%    3.47%     99.1532        3.05%      3.14%
12/31/93   3.01%    3.11%    99.2391     3.19%     3.30%    99.1936       3.24%    3.35%     99.1810        3.20%      3.30%
 1/31/94   2.96%    3.06%    99.2518     3.08%     3.18%    99.2214       3.13%    3.24%     99.2088        3.16%      3.26%
 2/28/94   3.36%    3.48%    99.1507     3.55%     3.68%    99.1026       3.65%    3.79%     99.0774        3.50%      3.61%
 3/31/94   3.48%    3.61%    99.1203     3.80%     3.95%    99.0394       3.83%    3.98%     99.0319        3.63%      3.75%
 4/29/94   3.87%    4.02%    99.0218     4.15%     4.32%    98.9510       4.20%    4.37%     98.9383        3.55%      3.67%
 5/31/94   4.16%    4.33%    98.9484     4.45%     4.64%    98.8751       4.52%    4.72%     98.8574        4.50%      4.67%
 6/30/94   4.15%    4.32%    98.9510     4.69%     4.90%    98.8145       4.73%    4.94%     98.8044        5.25%      5.47%
 7/29/94   4.27%    4.45%    98.9206     4.58%     4.78%    98.8423       4.67%    4.88%     98.8195        4.23%      4.38%
 8/31/94   4.56%    4.76%    98.8473     4.82%     5.04%    98.7816       4.89%    5.12%     98.7639        4.78%      4.97%
 9/30/94   4.67%    4.88%    98.8195     5.30%     5.56%    98.6603       5.41%    5.68%     98.6325        5.00%      5.20%
10/31/94   5.03%    5.27%    98.7285     5.45%     5.72%    98.6224       5.54%    5.82%     98.5996        4.71%      4.89%
11/30/94   5.56%    5.84%    98.5946     6.02%     6.34%    98.4783       6.12%    6.45%     98.4530        5.60%      5.84%
12/30/94   5.53%    5.81%    98.6021     6.25%     6.60%    98.4201       6.39%    6.75%     98.3848        5.78%      6.04%
 1/31/95   5.83%    6.14%    98.5263     6.10%     6.43%    98.4581       6.23%    6.57%     98.4252        5.88%      6.14%
 2/28/95   5.76%    6.06%    98.5440     6.03%     6.35%    98.4758       6.11%    6.44%     98.4555        6.23%      6.52%
 3/31/95   5.70%    5.99%    98.5592     6.07%     6.40%    98.4656       6.19%    6.53%     98.4353        6.40%      6.70%
 4/30/95   5.69%    5.98%    98.5617     6.01%     6.33%    98.4808       6.10%    6.43%     98.4581        6.04%      6.32%
 5/31/95   5.63%    5.92%    98.5769     5.86%     6.17%    98.5187       5.96%    6.28%     98.4934        6.18%      6.46%
 6/30/95   5.44%    5.71%    98.6249     5.80%     6.10%    98.5339       5.96%    6.28%     98.4934        6.33%      6.63%
 7/31/95   5.42%    5.69%    98.6299     5.65%     5.94%    98.5718       5.76%    6.06%     98.5440        5.90%      6.17%
 8/31/95   5.29%    5.55%    98.6628     5.68%     5.97%    98.5642       5.75%    6.05%     98.5465        5.88%      6.14%
 9/30/95   5.24%    5.49%    98.6754     5.73%     6.03%    98.5516       5.82%    6.12%     98.5288        6.38%      6.68%
10/31/95   5.32%    5.58%    98.6552     5.67%     5.96%    98.5668       5.78%    6.08%     98.5389        5.99%      6.26%
11/30/95   5.32%    5.58%    98.6552     5.59%     5.87%    98.5870       5.71%    6.00%     98.5566        6.00%      6.27%
12/31/95   4.96%    5.19%    98.7462     5.45%     5.72%    98.6224       5.48%    5.75%     98.6148        5.93%      6.19%
 1/31/96   4.91%    5.14%    98.7589     5.14%     5.39%    98.7007       5.24%    5.49%     98.6754        5.93%      6.20%
 2/29/96   4.89%    5.12%    98.7639     5.11%     5.35%    98.7083       5.20%    5.45%     98.6856        5.25%      5.46%
 3/31/96   5.00%    5.23%    98.7361     5.29%     5.55%    98.6628       5.36%    5.62%     98.6451        5.03%      5.23%
 4/30/96   5.01%    5.24%    98.7336     5.28%     5.54%    98.6653       5.34%    5.60%     98.6502        5.40%      5.62%
 5/31/96   5.04%    5.28%    98.7260     5.32%     5.58%    98.6552       5.37%    5.63%     98.6426        5.33%      5.55%
 6/30/96   5.04%    5.28%    98.7260     5.40%     5.67%    98.6350       5.48%    5.75%     98.6148        5.38%      5.60%
 7/31/96   5.18%    5.43%    98.6906     5.45%     5.72%    98.6224       5.55%    5.83%     98.5971        5.88%      6.14%
 8/31/96   5.15%    5.40%    98.6982     5.34%     5.60%    98.6502       5.45%    5.72%     98.6224        5.18%      5.39%
 9/30/96   4.91%    5.14%    98.7589     5.31%     5.57%    98.6578       5.51%    5.79%     98.6072        5.84%      6.10%
10/31/96   5.01%    5.24%    98.7336     5.31%     5.57%    98.6578       5.39%    5.66%     98.6375        6.08%      6.35%
11/30/96   5.00%    5.23%    98.7361     5.30%     5.56%    98.6603       5.40%    5.67%     98.6350        5.88%      6.14%
12/31/96   5.07%    5.31%    98.7184     5.32%     5.58%    98.6552       5.41%    5.68%     98.6325        6.25%      6.54%
 1/31/97   5.02%    5.26%    98.7311     5.32%     5.58%    98.6552       5.42%    5.69%     98.6299        5.44%      5.67%
 2/28/97   5.09%    5.33%    98.7134     5.30%     5.56%    98.6603       5.41%    5.68%     98.6325        5.35%      5.57%
</TABLE>

                                   Appendix A
                                     Page 3
<PAGE>
<TABLE>
                                    Table 2
<CAPTION>
    Date  T-Bill   T-Bill     T-Bill    Accep-    Accep-     Accep-        CD's     CD's        CD's        Repos      Repos
            Bank   Annual     Market    tances    tances     tances        Bank   Annual      Market         Bank     Annual
        Discount    Yield      Price      Bank    Annual     Market    Discount    Yield       Price     Discount      Yield
            Rate                      Discount     Yield      Price        Rate                              Rate
                                          Rate
-------- -------   ------    -------    ------    ------    -------      ------   ------     -------       ------     ------
<S>        <C>      <C>       <C>        <C>       <C>      <C>           <C>      <C>       <C>            <C>        <C>
 3/31/97   5.21%    5.46%    98.6830     5.63%     5.92%    98.5769       5.69%    5.98%     98.5617        6.20%      6.49%
 4/30/97   5.14%    5.39%    98.7007     5.65%     5.94%    98.5718       5.72%    6.02%     98.5541        4.98%      5.18%
 5/31/97   4.82%    5.04%    98.7816     5.61%     5.90%    98.5819       5.69%    5.98%     98.5617        5.48%      5.71%
 6/30/97   5.06%    5.30%    98.7209     5.62%     5.91%    98.5794       5.66%    5.95%     98.5693        5.95%      6.22%
 7/31/97   5.11%    5.35%    98.7083     5.49%     5.77%    98.6123       5.57%    5.85%     98.5920        5.95%      6.22%
 8/31/97   5.10%    5.34%    98.7108     5.53%     5.81%    98.6021       5.59%    5.87%     98.5870        5.45%      5.68%
 9/30/97   5.18%    5.43%    98.6906     5.56%     5.84%    98.5946       5.67%    5.96%     98.5668        6.33%      6.63%
10/31/97   5.07%    5.31%    98.7184     5.58%     5.86%    98.5895       5.58%    5.86%     98.5895        5.60%      5.84%
11/30/97   5.08%    5.32%    98.7159     5.74%     6.04%    98.5491       5.70%    5.99%     98.5592        5.68%      5.93%
12/31/97   5.22%    5.47%    98.6805     5.55%     5.83%    98.5971       5.65%    5.94%     98.5718        6.18%      6.47%
 1/31/98   5.06%    5.30%    98.7209     5.48%     5.75%    98.6148       5.52%    5.80%     98.6047        5.63%      5.87%
 2/28/98   5.18%    5.43%    98.6906     5.51%     5.79%    98.6072       5.58%    5.86%     98.5895        5.43%      5.66%
 3/31/98   5.02%    5.26%    98.7311     5.50%     5.78%    98.6097       5.60%    5.89%     98.5844        5.98%      6.25%
 4/30/98   4.87%    5.09%    98.7690     5.48%     5.75%    98.6148       5.60%    5.89%     98.5844        5.43%      5.66%
 5/31/98   4.89%    5.12%    98.7639     5.50%     5.78%    98.6097       5.59%    5.87%     98.5870        5.85%      6.11%
 6/30/98   4.97%    5.20%    98.7437     5.53%     5.81%    98.6021       5.61%    5.90%     98.5819        5.68%      5.93%
 7/31/98   4.97%    5.20%    98.7437     5.50%     5.78%    98.6097       5.59%    5.87%     98.5870        5.68%      5.93%
 8/31/98   4.77%    4.99%    98.7943     5.46%     5.73%    98.6198       5.53%    5.81%     98.6021        6.15%      6.43%
 9/30/98   4.26%    4.44%    98.9232     5.21%     5.46%    98.6830       5.25%    5.50%     98.6729        5.13%      5.34%
10/31/98   4.23%    4.41%    98.9308     5.10%     5.34%    98.7108       5.17%    5.42%     98.6931        5.13%      5.34%
11/30/98   4.42%    4.61%    98.8827     5.14%     5.39%    98.7007       5.26%    5.52%     98.6704        5.03%      5.23%
12/31/98   4.37%    4.56%    98.8954     5.15%     5.40%    98.6982       4.97%    5.20%     98.7437        4.98%      5.18%
 1/31/99   4.37%    4.56%    98.8954     4.78%     5.00%    98.7917       4.87%    5.09%     98.7690        4.68%      4.86%
 2/28/99   4.55%    4.75%    98.8499     4.82%     5.04%    98.7816       4.94%    5.17%     98.7513        4.78%      4.97%
 3/31/99   4.37%    4.56%    98.8954     4.83%     5.05%    98.7791       4.90%    5.13%     98.7614        5.18%      5.39%
 4/30/99   4.43%    4.62%    98.8802     4.78%     5.00%    98.7917       4.87%    5.09%     98.7690        5.03%      5.23%
 5/31/99   4.53%    4.73%    98.8549     4.88%     5.10%    98.7664       5.00%    5.23%     98.7361        4.83%      5.02%
 6/30/99   4.65%    4.86%    98.8246     5.24%     5.49%    98.6754       5.32%    5.58%     98.6552        4.48%      4.65%
 7/31/99   4.62%    4.82%    98.8322     5.15%     5.40%    98.6982       5.32%    5.58%     98.6552        5.05%      5.25%
 8/31/99   4.84%    5.06%    98.7766     5.38%     5.65%    98.6401       5.44%    5.71%     98.6249        5.33%      5.55%
 9/30/99   4.74%    4.95%    98.8018     5.38%     5.65%    98.6401       6.02%    6.34%     98.4783        5.23%      5.45%
10/31/99   4.97%    5.20%    98.7437     6.10%     6.43%    98.4581       6.13%    6.46%     98.4505        5.20%      5.41%
11/30/99   5.15%    5.40%    98.6982     5.90%     6.21%    98.5086       6.00%    6.32%     98.4833        5.68%      5.93%
12/31/99   5.17%    5.42%    98.6931     5.88%     6.19%    98.5137       5.90%    6.21%     98.5086        5.63%      5.87%
 1/31/00   5.53%    5.81%    98.6021     5.92%     6.23%    98.5036       6.00%    6.32%     98.4833        5.68%      5.93%

</TABLE>

                                   Appendix A
                                     Page 4
<PAGE>

                                   Appendix B

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                  Dow Jones                    Dow Jones
              Industrial                 Industrial                   Industrial
    Date       Average          Date        Average         Date        Average
---------------------------  --------------------------  -----------------------
 Jan 2, 1990   2,810.20     Mar 28, 1990   2,743.70     Jun 25, 1990   2,845.05
 Jan 3, 1990   2,809.72     Mar 29, 1990   2,727.70     Jun 26, 1990   2,842.33
 Jan 4, 1990   2,796.08     Mar 30, 1990   2,707.20     Jun 27, 1990   2,862.13
 Jan 5, 1990   2,773.26      Apr 2, 1990   2,700.46     Jun 28, 1990   2,878.71
 Jan 8, 1990   2,794.38      Apr 3, 1990   2,736.72     Jun 29, 1990   2,880.69
 Jan 9, 1990   2,766.00      Apr 4, 1990   2,719.38      Jul 2, 1990   2,899.26
Jan 10, 1990   2,750.64      Apr 5, 1990   2,721.18      Jul 3, 1990   2,911.63
Jan 11, 1990   2,760.66      Apr 6, 1990   2,717.12      Jul 5, 1990   2,879.21
Jan 12, 1990   2,689.20      Apr 9, 1990   2,722.08      Jul 6, 1990   2,904.95
Jan 15, 1990   2,669.36     Apr 10, 1990   2,731.08      Jul 9, 1990   2,914.11
Jan 16, 1990   2,692.62     Apr 11, 1990   2,729.74     Jul 10, 1990   2,890.84
Jan 17, 1990   2,659.14     Apr 12, 1990   2,751.80     Jul 11, 1990   2,932.67
Jan 18, 1990   2,666.38     Apr 16, 1990   2,763.06     Jul 12, 1990   2,969.80
Jan 19, 1990   2,677.90     Apr 17, 1990   2,765.78     Jul 13, 1990   2,980.20
Jan 22, 1990   2,600.46     Apr 18, 1990   2,732.88     Jul 16, 1990   2,999.75
Jan 23, 1990   2,615.32     Apr 19, 1990   2,711.94     Jul 17, 1990   2,999.75
Jan 24, 1990   2,604.50     Apr 20, 1990   2,695.94     Jul 18, 1990   2,981.68
Jan 25, 1990   2,561.00     Apr 24, 1990   2,654.50     Jul 19, 1990   2,993.81
Jan 26, 1990   2,559.24     Apr 25, 1990   2,666.44     Jul 20, 1990   2,961.14
Jan 29, 1990   2,553.38     Apr 26, 1990   2,676.58     Jul 23, 1990   2,904.70
Jan 30, 1990   2,543.24     Apr 27, 1990   2,645.06     Jul 24, 1990   2,922.52
Jan 31, 1990   2,590.54     Apr 30, 1990   2,656.80     Jul 25, 1990   2,930.94
 Feb 1, 1990   2,586.26      May 1, 1990   2,668.92     Jul 26, 1990   2,920.79
 Feb 2, 1990   2,602.70      May 2, 1990   2,689.64     Jul 27, 1990   2,898.51
 Feb 5, 1990   2,622.52      May 3, 1990   2,696.18     Jul 30, 1990   2,917.33
 Feb 6, 1990   2,606.30      May 4, 1990   2,710.36     Jul 31, 1990   2,905.20
 Feb 7, 1990   2,640.10      May 7, 1990   2,721.62      Aug 1, 1990   2,899.25
 Feb 8, 1990   2,644.36      May 8, 1990   2,733.56      Aug 2, 1990   2,864.60
 Feb 9, 1990   2,648.20      May 9, 1990   2,732.88      Aug 3, 1990   2,809.65
Feb 12, 1990   2,619.14     May 10, 1990   2,738.52      Aug 6, 1990   2,716.34
Feb 13, 1990   2,624.10     May 11, 1990   2,801.58      Aug 7, 1990   2,710.64
Feb 14, 1990   2,624.32     May 14, 1990   2,821.54      Aug 8, 1990   2,734.90
Feb 15, 1990   2,649.54     May 15, 1990   2,822.46      Aug 9, 1990   2,758.91
Feb 16, 1990   2,635.58     May 16, 1990   2,819.68     Aug 10, 1990   2,716.58
Feb 20, 1990   2,596.84     May 17, 1990   2,831.72     Aug 13, 1990   2,746.78
Feb 21, 1990   2,583.56     May 18, 1990   2,819.92     Aug 14, 1990   2,747.77
Feb 22, 1990   2,574.78     May 21, 1990   2,844.68     Aug 15, 1990   2,748.27
Feb 23, 1990   2,564.18     May 22, 1990   2,852.24     Aug 16, 1990   2,681.44
Feb 26, 1990   2,602.48     May 23, 1990   2,856.26     Aug 17, 1990   2,644.80
Feb 27, 1990   2,617.12     May 24, 1990   2,855.56     Aug 20, 1990   2,656.44
Feb 28, 1990   2,627.26     May 25, 1990   2,820.92     Aug 21, 1990   2,603.96
 Mar 1, 1990   2,635.58     May 29, 1990   2,870.50     Aug 22, 1990   2,560.15
 Mar 2, 1990   2,660.36     May 30, 1990   2,878.56     Aug 23, 1990   2,483.42
 Mar 5, 1990   2,649.54     May 31, 1990   2,876.66     Aug 24, 1990   2,532.92
 Mar 6, 1990   2,676.80      Jun 1, 1990   2,900.98     Aug 27, 1990   2,611.63
 Mar 7, 1990   2,669.60      Jun 4, 1990   2,935.19     Aug 28, 1990   2,614.85
 Mar 8, 1990   2,696.18      Jun 5, 1990   2,925.00     Aug 29, 1990   2,632.43
 Mar 9, 1990   2,683.34      Jun 6, 1990   2,911.65     Aug 30, 1990   2,593.32
Mar 12, 1990   2,686.72      Jun 7, 1990   2,897.33     Aug 31, 1990   2,614.36
Mar 13, 1990   2,674.54      Jun 8, 1990   2,862.38      Sep 4, 1990   2,613.37
Mar 14, 1990   2,687.84     Jun 11, 1990   2,892.57      Sep 5, 1990   2,628.22
Mar 15, 1990   2,695.72     Jun 12, 1990   2,933.42      Sep 6, 1990   2,596.29
Mar 16, 1990   2,741.22     Jun 13, 1990   2,929.95      Sep 7, 1990   2,619.55
Mar 19, 1990   2,755.64     Jun 14, 1990   2,928.22     Sep 10, 1990   2,615.59
Mar 20, 1990   2,738.74     Jun 15, 1990   2,935.89     Sep 11, 1990   2,612.62
Mar 21, 1990   2,727.92     Jun 18, 1990   2,882.18     Sep 12, 1990   2,625.74
Mar 22, 1990   2,695.72     Jun 19, 1990   2,893.56     Sep 13, 1990   2,582.67
Mar 23, 1990   2,704.28     Jun 20, 1990   2,895.30     Sep 14, 1990   2,564.11
Mar 26, 1990   2,707.66     Jun 21, 1990   2,901.73     Sep 17, 1990   2,567.33
Mar 27, 1990   2,736.94     Jun 22, 1990   2,857.18     Sep 18, 1990   2,571.29

                                 Appendix B
                                   page 1

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                   Dow Jones                  Dow Jones
              Industrial                 Industrial                 Industrial
    Date       Average          Date      Average           Date      Average
-------------------------- --------------------------   ----------------------
Sep 19, 1990   2,557.43     Dec 13, 1990   2,614.36     Mar 13, 1991   2,955.20
Sep 20, 1990   2,518.32     Dec 14, 1990   2,593.81     Mar 14, 1991   2,952.23
Sep 21, 1990   2,512.38     Dec 17, 1990   2,593.32     Mar 15, 1991   2,948.27
Sep 24, 1990   2,452.97     Dec 18, 1990   2,626.73     Mar 18, 1991   2,929.95
Sep 25, 1990   2,485.64     Dec 19, 1990   2,626.73     Mar 19, 1991   2,867.82
Sep 26, 1990   2,459.65     Dec 20, 1990   2,629.46     Mar 20, 1991   2,872.03
Sep 27, 1990   2,427.48     Dec 21, 1990   2,633.66     Mar 21, 1991   2,855.45
Sep 28, 1990   2,452.48     Dec 24, 1990   2,621.29     Mar 22, 1991   2,858.91
 Oct 1, 1990   2,515.84     Dec 26, 1990   2,637.13     Mar 25, 1991   2,865.84
 Oct 2, 1990   2,505.20     Dec 27, 1990   2,625.50     Mar 26, 1991   2,914.85
 Oct 3, 1990   2,489.36     Dec 28, 1990   2,629.21     Mar 27, 1991   2,917.57
 Oct 4, 1990   2,516.83     Dec 31, 1990   2,633.66     Mar 28, 1991   2,913.86
 Oct 5, 1990   2,510.64      Jan 2, 1991   2,610.64      Apr 1, 1991   2,881.19
 Oct 8, 1990   2,523.76      Jan 3, 1991   2,573.51      Apr 2, 1991   2,945.05
 Oct 9, 1990   2,445.54      Jan 4, 1991   2,566.09      Apr 3, 1991   2,926.73
Oct 10, 1990   2,407.92      Jan 7, 1991   2,522.77      Apr 4, 1991   2,924.50
Oct 11, 1990   2,365.10      Jan 8, 1991   2,509.41      Apr 5, 1991   2,896.78
Oct 12, 1990   2,398.02      Jan 9, 1991   2,470.30      Apr 8, 1991   2,918.56
Oct 16, 1990   2,381.19     Jan 11, 1991   2,501.49     Apr 10, 1991   2,874.50
Oct 17, 1990   2,387.87     Jan 14, 1991   2,483.91     Apr 11, 1991   2,905.45
Oct 18, 1990   2,452.72     Jan 15, 1991   2,490.59     Apr 12, 1991   2,920.79
Oct 19, 1990   2,520.79     Jan 16, 1991   2,508.91     Apr 15, 1991   2,933.17
Oct 22, 1990   2,516.09     Jan 17, 1991   2,623.51     Apr 16, 1991   2,986.88
Oct 23, 1990   2,494.06     Jan 18, 1991   2,646.78     Apr 17, 1991   3,004.46
Oct 24, 1990   2,504.21     Jan 22, 1991   2,603.22     Apr 18, 1991   2,999.26
Oct 25, 1990   2,484.16     Jan 23, 1991   2,619.06     Apr 19, 1991   2,965.59
Oct 26, 1990   2,436.14     Jan 24, 1991   2,643.07     Apr 22, 1991   2,927.72
Oct 29, 1990   2,430.20     Jan 25, 1991   2,659.41     Apr 23, 1991   2,930.45
Oct 30, 1990   2,448.02     Jan 28, 1991   2,654.46     Apr 24, 1991   2,949.50
Oct 31, 1990   2,442.33     Jan 29, 1991   2,662.62     Apr 25, 1991   2,921.04
 Nov 1, 1990   2,454.95     Jan 30, 1991   2,713.12     Apr 26, 1991   2,912.38
 Nov 2, 1990   2,490.84     Jan 31, 1991   2,736.39     Apr 29, 1991   2,876.98
 Nov 5, 1990   2,502.23      Feb 1, 1991   2,730.69     Apr 30, 1991   2,887.87
 Nov 6, 1990   2,485.15      Feb 4, 1991   2,772.28      May 1, 1991   2,930.20
 Nov 7, 1990   2,441.09      Feb 5, 1991   2,788.37      May 2, 1991   2,938.61
 Nov 8, 1990   2,443.81      Feb 6, 1991   2,830.94      May 3, 1991   2,938.86
 Nov 9, 1990   2,488.61      Feb 7, 1991   2,810.64      May 6, 1991   2,941.64
Nov 12, 1990   2,540.35      Feb 8, 1991   2,830.69      May 7, 1991   2,917.49
Nov 13, 1990   2,535.40     Feb 11, 1991   2,902.23      May 8, 1991   2,930.90
Nov 14, 1990   2,559.65     Feb 12, 1991   2,874.75      May 9, 1991   2,971.15
Nov 15, 1990   2,545.05     Feb 13, 1991   2,909.16     May 10, 1991   2,920.17
Nov 16, 1990   2,550.25     Feb 14, 1991   2,877.23     May 13, 1991   2,924.42
Nov 19, 1990   2,565.35     Feb 15, 1991   2,934.65     May 14, 1991   2,886.85
Nov 20, 1990   2,530.20     Feb 19, 1991   2,932.18     May 15, 1991   2,865.38
Nov 21, 1990   2,539.36     Feb 20, 1991   2,899.01     May 16, 1991   2,894.01
Nov 23, 1990   2,527.23     Feb 21, 1991   2,891.83     May 17, 1991   2,886.63
Nov 26, 1990   2,533.17     Feb 22, 1991   2,889.36     May 20, 1991   2,892.22
Nov 27, 1990   2,543.81     Feb 25, 1991   2,887.87     May 21, 1991   2,906.08
Nov 28, 1990   2,535.15     Feb 26, 1991   2,864.60     May 22, 1991   2,910.33
Nov 29, 1990   2,518.81     Feb 27, 1991   2,889.11     May 23, 1991   2,900.04
Nov 30, 1990   2,559.65     Feb 28, 1991   2,882.18     May 24, 1991   2,913.91
 Dec 3, 1990   2,565.59      Mar 1, 1991   2,909.90     May 28, 1991   2,958.86
 Dec 4, 1990   2,579.70      Mar 4, 1991   2,914.11     May 29, 1991   2,969.59
 Dec 5, 1990   2,610.40      Mar 5, 1991   2,972.52     May 30, 1991   3,000.45
 Dec 6, 1990   2,602.48      Mar 6, 1991   2,973.27     May 31, 1991   3,027.50
 Dec 7, 1990   2,590.10      Mar 7, 1991   2,963.37      Jun 3, 1991   3,035.33
Dec 10, 1990   2,596.78      Mar 8, 1991   2,955.20      Jun 4, 1991   3,027.95
Dec 11, 1990   2,586.14     Mar 11, 1991   2,939.36      Jun 5, 1991   3,005.37
Dec 12, 1990   2,622.28     Mar 12, 1991   2,922.52      Jun 6, 1991   2,994.86

                                 Appendix B
                                   page 2

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                   Dow Jones                  Dow Jones
              Industrial                 Industrial                 Industrial
    Date       Average          Date      Average           Date      Average
-------------------------- --------------------------   ----------------------
 Jun 7, 1991   2,976.74      Sep 3, 1991   3,017.67     Nov 26, 1991   2,916.14
Jun 10, 1991   2,975.40      Sep 4, 1991   3,008.50     Nov 27, 1991   2,900.04
Jun 11, 1991   2,985.91      Sep 5, 1991   3,008.50     Nov 29, 1991   2,894.68
Jun 12, 1991   2,961.99      Sep 6, 1991   3,011.63      Dec 2, 1991   2,935.38
Jun 13, 1991   2,965.12      Sep 9, 1991   3,007.16      Dec 3, 1991   2,929.56
Jun 14, 1991   3,000.45     Sep 10, 1991   2,982.56      Dec 4, 1991   2,911.67
Jun 17, 1991   2,993.96     Sep 11, 1991   2,987.03      Dec 5, 1991   2,889.09
Jun 18, 1991   2,986.81     Sep 12, 1991   3,007.83      Dec 6, 1991   2,886.40
Jun 19, 1991   2,955.50     Sep 13, 1991   2,985.69      Dec 9, 1991   2,871.65
Jun 20, 1991   2,953.94     Sep 16, 1991   3,015.21     Dec 10, 1991   2,863.82
Jun 21, 1991   2,965.56     Sep 17, 1991   3,013.19     Dec 11, 1991   2,865.38
Jun 24, 1991   2,913.01     Sep 18, 1991   3,017.89     Dec 12, 1991   2,895.13
Jun 25, 1991   2,910.11     Sep 19, 1991   3,024.37     Dec 13, 1991   2,914.36
Jun 26, 1991   2,913.01     Sep 20, 1991   3,019.23     Dec 16, 1991   2,919.05
Jun 27, 1991   2,934.93     Sep 23, 1991   3,010.51     Dec 17, 1991   2,902.28
Jun 28, 1991   2,906.75     Sep 24, 1991   3,029.07     Dec 18, 1991   2,908.09
 Jul 1, 1991   2,958.41     Sep 25, 1991   3,021.02     Dec 19, 1991   2,914.36
 Jul 2, 1991   2,972.72     Sep 26, 1991   3,017.22     Dec 20, 1991   2,934.48
 Jul 3, 1991   2,934.71     Sep 27, 1991   3,006.04     Dec 23, 1991   3,022.58
 Jul 5, 1991   2,932.47     Sep 30, 1991   3,016.77     Dec 24, 1991   3,050.98
 Jul 8, 1991   2,961.99      Oct 1, 1991   3,018.34     Dec 26, 1991   3,082.96
 Jul 9, 1991   2,947.23      Oct 2, 1991   3,012.52     Dec 27, 1991   3,101.52
Jul 10, 1991   2,944.77      Oct 3, 1991   2,984.79     Dec 30, 1991   3,163.91
Jul 11, 1991   2,959.75      Oct 4, 1991   2,961.76     Dec 31, 1991   3,168.83
Jul 12, 1991   2,980.77      Oct 7, 1991   2,942.75      Jan 2, 1992   3,172.41
Jul 15, 1991   2,990.61      Oct 8, 1991   2,963.77      Jan 3, 1992   3,201.48
Jul 16, 1991   2,983.90      Oct 9, 1991   2,946.33      Jan 6, 1992   3,200.13
Jul 17, 1991   2,978.76     Oct 10, 1991   2,976.52      Jan 7, 1992   3,204.83
Jul 18, 1991   3,016.32     Oct 11, 1991   2,983.68      Jan 8, 1992   3,203.94
Jul 19, 1991   3,016.32     Oct 14, 1991   3,019.45      Jan 9, 1992   3,209.53
Jul 22, 1991   3,012.97     Oct 15, 1991   3,041.37     Jan 10, 1992   3,199.46
Jul 23, 1991   2,983.23     Oct 16, 1991   3,061.72     Jan 13, 1992   3,185.60
Jul 24, 1991   2,966.23     Oct 17, 1991   3,053.00     Jan 14, 1992   3,246.20
Jul 25, 1991   2,980.10     Oct 18, 1991   3,077.15     Jan 15, 1992   3,258.50
Jul 26, 1991   2,972.50     Oct 21, 1991   3,060.38     Jan 16, 1992   3,249.55
Jul 29, 1991   2,985.24     Oct 22, 1991   3,039.80     Jan 17, 1992   3,264.98
Jul 30, 1991   3,016.32     Oct 23, 1991   3,040.92     Jan 20, 1992   3,254.03
Jul 31, 1991   3,024.82     Oct 24, 1991   3,016.32     Jan 21, 1992   3,223.39
 Aug 1, 1991   3,017.67     Oct 25, 1991   3,004.92     Jan 22, 1992   3,255.81
 Aug 2, 1991   3,006.26     Oct 28, 1991   3,045.62     Jan 23, 1992   3,226.74
 Aug 5, 1991   2,989.04     Oct 29, 1991   3,061.94     Jan 27, 1992   3,240.61
 Aug 6, 1991   3,027.28     Oct 30, 1991   3,071.78     Jan 28, 1992   3,272.14
 Aug 7, 1991   3,026.61     Oct 31, 1991   3,069.10     Jan 29, 1992   3,224.96
 Aug 8, 1991   3,013.86      Nov 1, 1991   3,056.35     Jan 30, 1992   3,244.86
 Aug 9, 1991   2,996.20      Nov 4, 1991   3,045.62     Jan 31, 1992   3,223.39
Aug 12, 1991   3,001.34      Nov 5, 1991   3,031.31      Feb 3, 1992   3,234.12
Aug 13, 1991   3,008.72      Nov 6, 1991   3,038.46      Feb 4, 1992   3,272.81
Aug 14, 1991   3,005.37      Nov 7, 1991   3,054.11      Feb 5, 1992   3,257.60
Aug 15, 1991   2,998.43      Nov 8, 1991   3,045.62      Feb 6, 1992   3,255.59
Aug 16, 1991   2,968.02     Nov 11, 1991   3,042.26      Feb 7, 1992   3,225.40
Aug 19, 1991   2,898.03     Nov 12, 1991   3,054.11     Feb 10, 1992   3,245.08
Aug 20, 1991   2,913.69     Nov 13, 1991   3,065.30     Feb 11, 1992   3,251.57
Aug 21, 1991   3,001.79     Nov 14, 1991   3,063.51     Feb 12, 1992   3,276.83
Aug 22, 1991   3,007.38     Nov 15, 1991   2,943.20     Feb 13, 1992   3,246.65
Aug 23, 1991   3,040.25     Nov 18, 1991   2,972.72     Feb 14, 1992   3,245.97
Aug 26, 1991   3,039.36     Nov 19, 1991   2,931.57     Feb 18, 1992   3,224.73
Aug 27, 1991   3,026.16     Nov 20, 1991   2,930.01     Feb 19, 1992   3,230.32
Aug 28, 1991   3,055.23     Nov 21, 1991   2,932.69     Feb 20, 1992   3,280.64
Aug 29, 1991   3,049.64     Nov 22, 1991   2,902.73     Feb 21, 1992   3,280.19
Aug 30, 1991   3,043.60     Nov 25, 1991   2,902.06     Feb 24, 1992   3,282.42

                                 Appendix B
                                   page 3

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                   Dow Jones                  Dow Jones
              Industrial                 Industrial                 Industrial
  Date         Average        Date        Average          Date       Average
-------------------------- --------------------------   ----------------------
Feb 25, 1992   3,257.83     May 20, 1992   3,393.84     Aug 14, 1992   3,328.94
Feb 26, 1992   3,283.32     May 21, 1992   3,378.71     Aug 17, 1992   3,324.89
Feb 27, 1992   3,269.45     May 22, 1992   3,386.77     Aug 18, 1992   3,329.48
Feb 28, 1992   3,267.67     May 26, 1992   3,364.21     Aug 19, 1992   3,307.06
 Mar 2, 1992   3,275.27     May 27, 1992   3,370.44     Aug 20, 1992   3,304.89
 Mar 3, 1992   3,290.25     May 28, 1992   3,398.43     Aug 21, 1992   3,254.10
 Mar 4, 1992   3,268.56     May 29, 1992   3,396.88     Aug 24, 1992   3,228.17
 Mar 5, 1992   3,241.50      Jun 1, 1992   3,413.21     Aug 25, 1992   3,232.22
 Mar 6, 1992   3,221.60      Jun 2, 1992   3,396.10     Aug 26, 1992   3,246.81
 Mar 9, 1992   3,215.12      Jun 3, 1992   3,406.99     Aug 27, 1992   3,254.64
Mar 10, 1992   3,230.99      Jun 4, 1992   3,399.73     Aug 28, 1992   3,267.61
Mar 11, 1992   3,208.63      Jun 5, 1992   3,398.69     Aug 31, 1992   3,257.35
Mar 12, 1992   3,208.63      Jun 8, 1992   3,404.14      Sep 1, 1992   3,266.26
Mar 13, 1992   3,235.91      Jun 9, 1992   3,369.92      Sep 2, 1992   3,290.31
Mar 16, 1992   3,236.36     Jun 10, 1992   3,343.22      Sep 3, 1992   3,292.20
Mar 17, 1992   3,256.04     Jun 11, 1992   3,351.51      Sep 4, 1992   3,281.93
Mar 18, 1992   3,254.25     Jun 12, 1992   3,354.36      Sep 8, 1992   3,260.59
Mar 19, 1992   3,261.40     Jun 15, 1992   3,354.90      Sep 9, 1992   3,271.39
Mar 20, 1992   3,276.39     Jun 16, 1992   3,329.49     Sep 10, 1992   3,305.16
Mar 23, 1992   3,272.14     Jun 17, 1992   3,287.76     Sep 11, 1992   3,305.70
Mar 24, 1992   3,260.96     Jun 18, 1992   3,274.12     Sep 14, 1992   3,376.22
Mar 25, 1992   3,259.39     Jun 19, 1992   3,285.35     Sep 15, 1992   3,327.32
Mar 26, 1992   3,267.67     Jun 22, 1992   3,280.80     Sep 16, 1992   3,319.21
Mar 27, 1992   3,231.44     Jun 23, 1992   3,285.62     Sep 17, 1992   3,315.70
Mar 30, 1992   3,235.24     Jun 24, 1992   3,290.70     Sep 18, 1992   3,327.05
Mar 31, 1992   3,235.47     Jun 25, 1992   3,284.01     Sep 21, 1992   3,320.83
 Apr 1, 1992   3,249.33     Jun 26, 1992   3,282.41     Sep 22, 1992   3,280.85
 Apr 2, 1992   3,234.12     Jun 29, 1992   3,319.86     Sep 23, 1992   3,278.69
 Apr 3, 1992   3,249.11     Jun 30, 1992   3,318.52     Sep 24, 1992   3,287.87
 Apr 6, 1992   3,275.49      Jul 1, 1992   3,354.10     Sep 25, 1992   3,250.32
 Apr 7, 1992   3,213.55      Jul 2, 1992   3,330.29     Sep 28, 1992   3,276.26
 Apr 8, 1992   3,181.35      Jul 6, 1992   3,339.21     Sep 29, 1992   3,266.80
 Apr 9, 1992   3,224.96      Jul 7, 1992   3,295.17     Sep 30, 1992   3,271.66
Apr 10, 1992   3,255.37      Jul 8, 1992   3,293.28      Oct 1, 1992   3,254.37
Apr 13, 1992   3,260.06      Jul 9, 1992   3,324.08      Oct 2, 1992   3,200.61
Apr 14, 1992   3,306.13     Jul 10, 1992   3,330.56      Oct 5, 1992   3,179.00
Apr 15, 1992   3,353.76     Jul 13, 1992   3,337.31      Oct 6, 1992   3,178.19
Apr 16, 1992   3,366.50     Jul 14, 1992   3,358.39      Oct 7, 1992   3,152.25
Apr 20, 1992   3,336.31     Jul 15, 1992   3,345.42      Oct 8, 1992   3,176.03
Apr 21, 1992   3,343.25     Jul 16, 1992   3,361.63      Oct 9, 1992   3,136.58
Apr 22, 1992   3,338.77     Jul 17, 1992   3,331.64     Oct 12, 1992   3,174.41
Apr 23, 1992   3,348.61     Jul 20, 1992   3,303.00     Oct 13, 1992   3,201.42
Apr 24, 1992   3,324.46     Jul 21, 1992   3,308.41     Oct 14, 1992   3,195.48
Apr 27, 1992   3,304.56     Jul 22, 1992   3,277.61     Oct 15, 1992   3,174.68
Apr 28, 1992   3,307.92     Jul 23, 1992   3,290.04     Oct 16, 1992   3,174.41
Apr 29, 1992   3,333.18     Jul 24, 1992   3,285.71     Oct 19, 1992   3,188.45
Apr 30, 1992   3,359.12     Jul 27, 1992   3,282.20     Oct 20, 1992   3,186.02
 May 1, 1992   3,336.09     Jul 28, 1992   3,334.07     Oct 21, 1992   3,187.10
 May 4, 1992   3,378.13     Jul 29, 1992   3,379.19     Oct 22, 1992   3,200.88
 May 5, 1992   3,359.35     Jul 30, 1992   3,391.89     Oct 23, 1992   3,207.64
 May 6, 1992   3,369.41     Jul 31, 1992   3,393.78     Oct 26, 1992   3,244.11
 May 7, 1992   3,363.37      Aug 3, 1992   3,395.40     Oct 27, 1992   3,235.73
 May 8, 1992   3,369.41      Aug 4, 1992   3,384.32     Oct 28, 1992   3,251.40
May 11, 1992   3,397.58      Aug 5, 1992   3,365.14     Oct 29, 1992   3,246.27
May 12, 1992   3,385.12      Aug 6, 1992   3,340.56     Oct 30, 1992   3,226.28
May 13, 1992   3,391.98      Aug 7, 1992   3,332.18      Nov 2, 1992   3,262.21
May 14, 1992   3,368.88     Aug 10, 1992   3,337.58      Nov 3, 1992   3,252.48
May 15, 1992   3,353.09     Aug 11, 1992   3,331.10      Nov 4, 1992   3,223.04
May 18, 1992   3,376.03     Aug 12, 1992   3,320.83      Nov 5, 1992   3,243.84
May 19, 1992   3,397.99     Aug 13, 1992   3,313.27      Nov 6, 1992   3,240.06

                                 Appendix B
                                   page 4

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                   Dow Jones                  Dow Jones
              Industrial                 Industrial                 Industrial
  Date         Average        Date        Average          Date       Average
-------------------------- --------------------------   ----------------------
 Nov 9, 1992   3,240.87      Feb 4, 1993   3,416.74      May 3, 1993   3,446.46
Nov 10, 1992   3,225.47      Feb 5, 1993   3,442.14      May 4, 1993   3,446.19
Nov 11, 1992   3,240.33      Feb 8, 1993   3,437.54      May 5, 1993   3,449.10
Nov 12, 1992   3,239.79      Feb 9, 1993   3,414.58      May 6, 1993   3,441.90
Nov 13, 1992   3,233.03     Feb 10, 1993   3,412.42      May 7, 1993   3,437.19
Nov 16, 1992   3,205.74     Feb 11, 1993   3,422.69     May 10, 1993   3,443.28
Nov 17, 1992   3,193.32     Feb 12, 1993   3,392.43     May 11, 1993   3,468.75
Nov 18, 1992   3,207.37     Feb 16, 1993   3,309.49     May 12, 1993   3,482.31
Nov 19, 1992   3,209.53     Feb 17, 1993   3,312.19     May 13, 1993   3,447.99
Nov 20, 1992   3,227.36     Feb 18, 1993   3,302.19     May 14, 1993   3,443.01
Nov 23, 1992   3,223.04     Feb 19, 1993   3,322.18     May 17, 1993   3,449.93
Nov 24, 1992   3,248.70     Feb 22, 1993   3,342.99     May 18, 1993   3,444.39
Nov 25, 1992   3,266.26     Feb 23, 1993   3,323.27     May 19, 1993   3,500.03
Nov 27, 1992   3,282.20     Feb 24, 1993   3,356.50     May 20, 1993   3,523.28
Nov 30, 1992   3,305.16     Feb 25, 1993   3,365.14     May 21, 1993   3,492.83
 Dec 1, 1992   3,294.36     Feb 26, 1993   3,370.81     May 24, 1993   3,507.78
 Dec 2, 1992   3,286.25      Mar 1, 1993   3,355.41     May 25, 1993   3,516.63
 Dec 3, 1992   3,276.53      Mar 2, 1993   3,400.53     May 26, 1993   3,540.16
 Dec 4, 1992   3,288.68      Mar 3, 1993   3,404.04     May 27, 1993   3,554.83
 Dec 7, 1992   3,307.33      Mar 4, 1993   3,398.91     May 28, 1993   3,527.43
 Dec 8, 1992   3,322.18      Mar 5, 1993   3,404.58      Jun 1, 1993   3,552.34
 Dec 9, 1992   3,323.81      Mar 8, 1993   3,469.42      Jun 2, 1993   3,553.45
Dec 10, 1992   3,312.19      Mar 9, 1993   3,472.12      Jun 3, 1993   3,544.87
Dec 11, 1992   3,304.08     Mar 10, 1993   3,478.34      Jun 4, 1993   3,545.14
Dec 14, 1992   3,292.20     Mar 11, 1993   3,457.00      Jun 7, 1993   3,532.13
Dec 15, 1992   3,284.36     Mar 12, 1993   3,427.82      Jun 8, 1993   3,510.54
Dec 16, 1992   3,255.18     Mar 15, 1993   3,442.41      Jun 9, 1993   3,511.93
Dec 17, 1992   3,269.23     Mar 16, 1993   3,442.95     Jun 10, 1993   3,491.72
Dec 18, 1992   3,313.27     Mar 17, 1993   3,426.74     Jun 11, 1993   3,505.01
Dec 21, 1992   3,312.46     Mar 18, 1993   3,465.64     Jun 14, 1993   3,514.69
Dec 22, 1992   3,321.10     Mar 19, 1993   3,471.58     Jun 15, 1993   3,492.00
Dec 23, 1992   3,313.54     Mar 22, 1993   3,463.48     Jun 16, 1993   3,511.65
Dec 24, 1992   3,326.24     Mar 23, 1993   3,461.86     Jun 17, 1993   3,521.89
Dec 28, 1992   3,333.26     Mar 24, 1993   3,445.38     Jun 18, 1993   3,494.77
Dec 29, 1992   3,310.84     Mar 25, 1993   3,461.32     Jun 21, 1993   3,510.82
Dec 30, 1992   3,321.10     Mar 26, 1993   3,439.98     Jun 22, 1993   3,497.53
Dec 31, 1992   3,301.11     Mar 29, 1993   3,455.10     Jun 23, 1993   3,466.81
 Jan 4, 1993   3,309.22     Mar 30, 1993   3,457.27     Jun 24, 1993   3,490.61
 Jan 5, 1993   3,307.87     Mar 31, 1993   3,435.11     Jun 25, 1993   3,490.89
 Jan 6, 1993   3,305.16      Apr 1, 1993   3,439.44     Jun 28, 1993   3,530.19
 Jan 7, 1993   3,268.96      Apr 2, 1993   3,370.81     Jun 29, 1993   3,518.85
 Jan 8, 1993   3,251.67      Apr 5, 1993   3,379.19     Jun 30, 1993   3,516.08
Jan 11, 1993   3,262.75      Apr 6, 1993   3,377.57      Jul 1, 1993   3,510.54
Jan 12, 1993   3,264.64      Apr 7, 1993   3,397.02      Jul 2, 1993   3,483.97
Jan 13, 1993   3,263.56      Apr 8, 1993   3,396.48      Jul 6, 1993   3,449.93
Jan 14, 1993   3,267.88     Apr 12, 1993   3,428.09      Jul 7, 1993   3,475.67
Jan 15, 1993   3,271.12     Apr 13, 1993   3,444.03      Jul 8, 1993   3,514.42
Jan 18, 1993   3,274.91     Apr 14, 1993   3,455.64      Jul 9, 1993   3,521.06
Jan 19, 1993   3,255.99     Apr 15, 1993   3,455.92     Jul 12, 1993   3,524.38
Jan 20, 1993   3,241.95     Apr 16, 1993   3,478.61     Jul 13, 1993   3,515.44
Jan 21, 1993   3,253.02     Apr 19, 1993   3,466.99     Jul 14, 1993   3,542.55
Jan 22, 1993   3,256.81     Apr 20, 1993   3,443.49     Jul 15, 1993   3,550.93
Jan 25, 1993   3,292.20     Apr 21, 1993   3,439.44     Jul 16, 1993   3,528.29
Jan 26, 1993   3,298.95     Apr 22, 1993   3,429.17     Jul 19, 1993   3,535.28
Jan 27, 1993   3,291.39     Apr 23, 1993   3,413.77     Jul 20, 1993   3,544.78
Jan 28, 1993   3,306.25     Apr 26, 1993   3,398.37     Jul 21, 1993   3,555.40
Jan 29, 1993   3,310.03     Apr 27, 1993   3,415.93     Jul 22, 1993   3,525.22
 Feb 1, 1993   3,332.18     Apr 28, 1993   3,413.50     Jul 23, 1993   3,546.74
 Feb 2, 1993   3,328.67     Apr 29, 1993   3,425.12     Jul 26, 1993   3,567.70
 Feb 3, 1993   3,373.79     Apr 30, 1993   3,427.55     Jul 27, 1993   3,565.46

                                 Appendix B
                                   page 5

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                   Dow Jones                  Dow Jones
              Industrial                 Industrial                 Industrial
  Date         Average        Date        Average          Date       Average
-------------------------- --------------------------   ----------------------
Jul 28, 1993   3,553.45     Oct 21, 1993   3,636.16     Jan 17, 1994   3,870.29
Jul 29, 1993   3,567.42     Oct 22, 1993   3,649.30     Jan 18, 1994   3,870.29
Jul 30, 1993   3,539.47     Oct 25, 1993   3,673.61     Jan 19, 1994   3,884.37
 Aug 2, 1993   3,560.99     Oct 26, 1993   3,672.49     Jan 20, 1994   3,891.96
 Aug 3, 1993   3,561.27     Oct 27, 1993   3,664.66     Jan 21, 1994   3,914.48
 Aug 4, 1993   3,552.05     Oct 28, 1993   3,687.86     Jan 24, 1994   3,912.79
 Aug 5, 1993   3,548.97     Oct 29, 1993   3,680.59     Jan 25, 1994   3,895.34
 Aug 6, 1993   3,560.43      Nov 1, 1993   3,692.61     Jan 26, 1994   3,908.00
 Aug 9, 1993   3,576.08      Nov 2, 1993   3,697.64     Jan 27, 1994   3,926.30
Aug 10, 1993   3,572.73      Nov 3, 1993   3,661.87     Jan 28, 1994   3,945.43
Aug 11, 1993   3,583.35      Nov 4, 1993   3,624.98     Jan 31, 1994   3,978.36
Aug 12, 1993   3,569.09      Nov 5, 1993   3,643.43      Feb 1, 1994   3,964.01
Aug 13, 1993   3,569.65      Nov 8, 1993   3,647.90      Feb 2, 1994   3,975.54
Aug 16, 1993   3,579.15      Nov 9, 1993   3,640.07      Feb 3, 1994   3,967.66
Aug 17, 1993   3,586.98     Nov 10, 1993   3,663.55      Feb 4, 1994   3,871.42
Aug 18, 1993   3,604.86     Nov 11, 1993   3,662.43      Feb 7, 1994   3,906.32
Aug 19, 1993   3,612.13     Nov 12, 1993   3,684.51      Feb 8, 1994   3,906.03
Aug 20, 1993   3,615.48     Nov 15, 1993   3,677.52      Feb 9, 1994   3,931.92
Aug 23, 1993   3,605.98     Nov 16, 1993   3,710.77     Feb 10, 1994   3,895.34
Aug 24, 1993   3,638.96     Nov 17, 1993   3,704.35     Feb 11, 1994   3,894.78
Aug 25, 1993   3,652.09     Nov 18, 1993   3,685.34     Feb 14, 1994   3,904.06
Aug 26, 1993   3,648.18     Nov 19, 1993   3,694.01     Feb 15, 1994   3,928.27
Aug 27, 1993   3,640.63     Nov 22, 1993   3,670.25     Feb 16, 1994   3,937.27
Aug 30, 1993   3,643.99     Nov 23, 1993   3,674.17     Feb 17, 1994   3,922.64
Aug 31, 1993   3,651.25     Nov 24, 1993   3,687.58     Feb 18, 1994   3,887.46
 Sep 1, 1993   3,645.10     Nov 26, 1993   3,683.95     Feb 22, 1994   3,911.66
 Sep 2, 1993   3,626.10     Nov 29, 1993   3,677.80     Feb 23, 1994   3,891.68
 Sep 3, 1993   3,633.93     Nov 30, 1993   3,683.95     Feb 24, 1994   3,839.90
 Sep 7, 1993   3,607.10      Dec 1, 1993   3,697.08     Feb 25, 1994   3,838.78
 Sep 8, 1993   3,588.93      Dec 2, 1993   3,702.11     Feb 28, 1994   3,832.02
 Sep 9, 1993   3,589.49      Dec 3, 1993   3,704.07      Mar 1, 1994   3,809.23
Sep 10, 1993   3,621.63      Dec 6, 1993   3,710.21      Mar 2, 1994   3,831.74
Sep 13, 1993   3,634.21      Dec 7, 1993   3,718.88      Mar 3, 1994   3,824.42
Sep 14, 1993   3,615.76      Dec 8, 1993   3,734.53      Mar 4, 1994   3,832.30
Sep 15, 1993   3,633.65      Dec 9, 1993   3,729.78      Mar 7, 1994   3,856.22
Sep 16, 1993   3,630.85     Dec 10, 1993   3,740.67      Mar 8, 1994   3,851.72
Sep 17, 1993   3,613.25     Dec 13, 1993   3,764.43      Mar 9, 1994   3,853.41
Sep 20, 1993   3,575.80     Dec 14, 1993   3,742.63     Mar 10, 1994   3,830.62
Sep 21, 1993   3,537.24     Dec 15, 1993   3,716.92     Mar 11, 1994   3,862.70
Sep 22, 1993   3,547.02     Dec 16, 1993   3,726.14     Mar 14, 1994   3,862.98
Sep 23, 1993   3,539.75     Dec 17, 1993   3,751.57     Mar 15, 1994   3,849.59
Sep 24, 1993   3,543.11     Dec 20, 1993   3,755.21     Mar 16, 1994   3,848.15
Sep 27, 1993   3,567.70     Dec 21, 1993   3,745.15     Mar 17, 1994   3,865.14
Sep 28, 1993   3,566.02     Dec 22, 1993   3,762.19     Mar 18, 1994   3,895.65
Sep 29, 1993   3,566.30     Dec 23, 1993   3,757.72     Mar 21, 1994   3,864.85
Sep 30, 1993   3,555.12     Dec 27, 1993   3,792.93     Mar 22, 1994   3,862.55
 Oct 1, 1993   3,581.11     Dec 28, 1993   3,793.77     Mar 23, 1994   3,869.46
 Oct 4, 1993   3,577.76     Dec 29, 1993   3,794.33     Mar 24, 1994   3,821.09
 Oct 5, 1993   3,587.26     Dec 30, 1993   3,775.88     Mar 25, 1994   3,774.73
 Oct 6, 1993   3,598.99     Dec 31, 1993   3,754.09     Mar 28, 1994   3,762.35
 Oct 7, 1993   3,583.63      Jan 3, 1994   3,756.60     Mar 29, 1994   3,699.02
 Oct 8, 1993   3,584.74      Jan 4, 1994   3,783.90     Mar 30, 1994   3,626.75
Oct 11, 1993   3,593.41      Jan 5, 1994   3,798.82     Mar 31, 1994   3,635.96
Oct 12, 1993   3,593.13      Jan 6, 1994   3,803.88      Apr 4, 1994   3,593.35
Oct 13, 1993   3,603.19      Jan 7, 1994   3,820.77      Apr 5, 1994   3,675.41
Oct 14, 1993   3,621.63     Jan 10, 1994   3,865.51      Apr 6, 1994   3,679.73
Oct 15, 1993   3,629.73     Jan 11, 1994   3,850.31      Apr 7, 1994   3,693.26
Oct 18, 1993   3,642.31     Jan 12, 1994   3,848.63      Apr 8, 1994   3,674.26
Oct 19, 1993   3,635.32     Jan 13, 1994   3,842.43     Apr 11, 1994   3,688.83
Oct 20, 1993   3,645.10     Jan 14, 1994   3,867.20     Apr 12, 1994   3,681.69

                                 Appendix B
                                   page 6

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                   Dow Jones                  Dow Jones
              Industrial                 Industrial                 Industrial
  Date         Average        Date        Average          Date       Average
-------------------------- --------------------------   ----------------------
Apr 13, 1994   3,661.47     Jul 11, 1994   3,703.00     Oct 4, 1994    3,801.13
Apr 14, 1994   3,663.25     Jul 12, 1994   3,702.66     Oct 5, 1994    3,787.34
Apr 15, 1994   3,661.47     Jul 13, 1994   3,704.28     Oct 6, 1994    3,775.56
Apr 18, 1994   3,620.42     Jul 14, 1994   3,739.26     Oct 7, 1994    3,797.43
Apr 19, 1994   3,619.82     Jul 15, 1994   3,753.82     Oct 10, 1994   3,821.32
Apr 20, 1994   3,598.71     Jul 18, 1994   3,755.44     Oct 11, 1994   3,876.83
Apr 21, 1994   3,652.54     Jul 19, 1994   3,748.31     Oct 12, 1994   3,875.15
Apr 22, 1994   3,648.68     Jul 20, 1994   3,727.27     Oct 13, 1994   3,889.95
Apr 25, 1994   3,705.78     Jul 21, 1994   3,732.45     Oct 14, 1994   3,910.47
Apr 26, 1994   3,699.54     Jul 22, 1994   3,735.04     Oct 17, 1994   3,923.93
Apr 28, 1994   3,668.31     Jul 25, 1994   3,741.84     Oct 18, 1994   3,917.54
Apr 29, 1994   3,681.69     Jul 26, 1994   3,735.68     Oct 19, 1994   3,936.04
 May 2, 1994   3,701.02     Jul 27, 1994   3,720.47     Oct 20, 1994   3,911.15
 May 3, 1994   3,714.41     Jul 28, 1994   3,730.83     Oct 21, 1994   3,891.30
 May 4, 1994   3,697.75     Jul 29, 1994   3,764.50     Oct 24, 1994   3,855.30
 May 5, 1994   3,695.97      Aug 1, 1994   3,798.17     Oct 25, 1994   3,850.59
 May 6, 1994   3,669.50      Aug 2, 1994   3,796.22     Oct 26, 1994   3,848.23
 May 9, 1994   3,629.04      Aug 3, 1994   3,792.66     Oct 27, 1994   3,875.15
May 10, 1994   3,656.41      Aug 4, 1994   3,765.79     Oct 28, 1994   3,930.66
May 11, 1994   3,629.04      Aug 5, 1994   3,747.02     Oct 31, 1994   3,908.12
May 12, 1994   3,652.84      Aug 8, 1994   3,753.81      Nov 1, 1994   3,863.37
May 13, 1994   3,659.68      Aug 9, 1994   3,755.76      Nov 2, 1994   3,837.13
May 16, 1994   3,671.50     Aug 10, 1994   3,766.76      Nov 3, 1994   3,845.88
May 17, 1994   3,720.61     Aug 11, 1994   3,750.90      Nov 4, 1994   3,807.52
May 18, 1994   3,732.89     Aug 12, 1994   3,768.71      Nov 7, 1994   3,808.87
May 19, 1994   3,758.98     Aug 15, 1994   3,760.29      Nov 8, 1994   3,830.74
May 20, 1994   3,766.36     Aug 16, 1994   3,784.57      Nov 9, 1994   3,831.75
May 23, 1994   3,742.40     Aug 17, 1994   3,776.48     Nov 10, 1994   3,821.99
May 24, 1994   3,745.16     Aug 18, 1994   3,755.43     Nov 11, 1994   3,801.47
May 25, 1994   3,755.30     Aug 19, 1994   3,755.11     Nov 14, 1994   3,829.73
May 26, 1994   3,753.50     Aug 22, 1994   3,751.22     Nov 15, 1994   3,826.36
May 27, 1994   3,757.10     Aug 23, 1994   3,775.83     Nov 16, 1994   3,845.20
May 31, 1994   3,758.40     Aug 24, 1994   3,846.73     Nov 17, 1994   3,828.05
 Jun 1, 1994   3,760.84     Aug 25, 1994   3,829.89     Nov 18, 1994   3,815.26
 Jun 2, 1994   3,759.00     Aug 26, 1994   3,881.05     Nov 21, 1994   3,769.51
 Jun 3, 1994   3,772.20     Aug 29, 1994   3,898.85     Nov 22, 1994   3,677.99
 Jun 6, 1994   3,768.52     Aug 30, 1994   3,917.30     Nov 23, 1994   3,674.63
 Jun 7, 1994   3,755.92     Aug 31, 1994   3,913.42     Nov 25, 1994   3,708.27
 Jun 8, 1994   3,749.50      Sep 1, 1994   3,901.44     Nov 28, 1994   3,739.56
 Jun 9, 1994   3,753.14      Sep 2, 1994   3,885.58     Nov 29, 1994   3,738.55
Jun 10, 1994   3,773.50      Sep 6, 1994   3,898.70     Nov 30, 1994   3,739.23
Jun 13, 1994   3,783.12      Sep 7, 1994   3,886.25      Dec 1, 1994   3,700.87
Jun 14, 1994   3,814.80      Sep 8, 1994   3,908.46      Dec 2, 1994   3,745.62
Jun 15, 1994   3,790.40      Sep 9, 1994   3,874.81      Dec 5, 1994   3,741.92
Jun 16, 1994   3,811.34     Sep 12, 1994   3,860.34      Dec 6, 1994   3,745.95
Jun 17, 1994   3,776.80     Sep 13, 1994   3,879.86      Dec 7, 1994   3,735.52
Jun 20, 1994   3,741.90     Sep 14, 1994   3,895.33      Dec 8, 1994   3,685.73
Jun 21, 1994   3,707.98     Sep 15, 1994   3,953.88      Dec 9, 1994   3,691.11
Jun 22, 1994   3,724.78     Sep 16, 1994   3,933.35     Dec 12, 1994   3,718.37
Jun 23, 1994   3,699.10     Sep 19, 1994   3,936.72     Dec 13, 1994   3,715.34
Jun 24, 1994   3,636.94     Sep 20, 1994   3,869.09     Dec 14, 1994   3,746.29
Jun 27, 1994   3,685.50     Sep 21, 1994   3,851.60     Dec 15, 1994   3,765.47
Jun 28, 1994   3,669.64     Sep 22, 1994   3,837.13     Dec 16, 1994   3,807.19
Jun 29, 1994   3,667.06     Sep 23, 1994   3,831.75     Dec 19, 1994   3,790.70
Jun 30, 1994   3,624.96     Sep 26, 1994   3,849.24     Dec 20, 1994   3,767.15
 Jul 1, 1994   3,646.66     Sep 27, 1994   3,863.04     Dec 21, 1994   3,801.80
 Jul 5, 1994   3,652.48     Sep 28, 1994   3,878.18     Dec 22, 1994   3,814.92
 Jul 6, 1994   3,674.50     Sep 29, 1994   3,854.63     Dec 23, 1994   3,833.43
 Jul 7, 1994   3,688.42     Sep 30, 1994   3,843.19     Dec 27, 1994   3,861.69
 Jul 8, 1994   3,709.14      Oct 3, 1994   3,846.89     Dec 28, 1994   3,839.49

                                 Appendix B
                                   page 7

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                   Dow Jones                  Dow Jones
              Industrial                 Industrial                 Industrial
  Date         Average        Date        Average          Date       Average
-------------------------- --------------------------   ----------------------
Dec 29, 1994   3,833.43     Mar 27, 1995   4,157.34     Jun 21, 1995   4,547.10
Dec 30, 1994   3,834.44     Mar 28, 1995   4,151.81     Jun 22, 1995   4,589.64
 Jan 3, 1995   3,838.48     Mar 29, 1995   4,160.80     Jun 23, 1995   4,585.84
 Jan 4, 1995   3,857.65     Mar 30, 1995   4,172.56     Jun 26, 1995   4,551.25
 Jan 5, 1995   3,850.92     Mar 31, 1995   4,157.69     Jun 27, 1995   4,542.61
 Jan 6, 1995   3,867.41      Apr 3, 1995   4,168.41     Jun 28, 1995   4,556.79
 Jan 9, 1995   3,861.35      Apr 4, 1995   4,201.61     Jun 29, 1995   4,550.56
Jan 10, 1995   3,866.74      Apr 5, 1995   4,200.57     Jun 30, 1995   4,556.10
Jan 11, 1995   3,862.03      Apr 6, 1995   4,205.41      Jul 3, 1995   4,585.15
Jan 12, 1995   3,859.00      Apr 7, 1995   4,192.62      Jul 5, 1995   4,615.23
Jan 13, 1995   3,908.46     Apr 10, 1995   4,198.15      Jul 6, 1995   4,664.00
Jan 16, 1995   3,932.34     Apr 11, 1995   4,187.08      Jul 7, 1995   4,702.73
Jan 17, 1995   3,930.66     Apr 12, 1995   4,197.81     Jul 10, 1995   4,702.39
Jan 18, 1995   3,928.98     Apr 13, 1995   4,208.18     Jul 11, 1995   4,680.60
Jan 19, 1995   3,882.21     Apr 17, 1995   4,195.38     Jul 12, 1995   4,727.29
Jan 20, 1995   3,869.43     Apr 18, 1995   4,179.13     Jul 13, 1995   4,727.48
Jan 23, 1995   3,867.41     Apr 19, 1995   4,207.49     Jul 14, 1995   4,708.82
Jan 24, 1995   3,862.70     Apr 20, 1995   4,230.66     Jul 17, 1995   4,736.29
Jan 25, 1995   3,871.45     Apr 21, 1995   4,270.09     Jul 18, 1995   4,686.28
Jan 26, 1995   3,870.44     Apr 24, 1995   4,303.98     Jul 19, 1995   4,628.87
Jan 27, 1995   3,857.99     Apr 25, 1995   4,300.17     Jul 20, 1995   4,641.55
Jan 30, 1995   3,832.08     Apr 26, 1995   4,299.83     Jul 21, 1995   4,641.55
Jan 31, 1995   3,843.86     Apr 27, 1995   4,314.70     Jul 24, 1995   4,668.67
 Feb 1, 1995   3,847.56     Apr 28, 1995   4,321.27     Jul 25, 1995   4,714.45
 Feb 2, 1995   3,870.77      May 1, 1995   4,316.08     Jul 26, 1995   4,707.06
 Feb 3, 1995   3,928.64      May 2, 1995   4,328.88     Jul 27, 1995   4,732.77
 Feb 6, 1995   3,937.73      May 3, 1995   4,373.15     Jul 28, 1995   4,715.51
 Feb 7, 1995   3,937.39      May 4, 1995   4,359.66     Jul 31, 1995   4,708.47
 Feb 8, 1995   3,935.37      May 5, 1995   4,343.40      Aug 1, 1995   4,700.37
 Feb 9, 1995   3,932.68      May 8, 1995   4,383.87      Aug 2, 1995   4,690.15
Feb 10, 1995   3,939.07      May 9, 1995   4,390.78      Aug 3, 1995   4,701.42
Feb 13, 1995   3,954.21     May 10, 1995   4,404.62      Aug 4, 1995   4,683.46
Feb 14, 1995   3,958.25     May 11, 1995   4,411.19      Aug 7, 1995   4,693.32
Feb 15, 1995   3,986.17     May 12, 1995   4,430.56      Aug 8, 1995   4,693.32
Feb 16, 1995   3,987.52     May 15, 1995   4,437.47      Aug 9, 1995   4,671.49
Feb 17, 1995   3,953.54     May 16, 1995   4,435.05     Aug 10, 1995   4,643.66
Feb 21, 1995   3,963.97     May 17, 1995   4,422.60     Aug 11, 1995   4,618.30
Feb 22, 1995   3,973.05     May 18, 1995   4,340.64     Aug 14, 1995   4,659.86
Feb 23, 1995   4,003.33     May 19, 1995   4,341.33     Aug 15, 1995   4,640.84
Feb 24, 1995   4,011.74     May 22, 1995   4,395.63     Aug 16, 1995   4,639.08
Feb 27, 1995   3,988.57     May 23, 1995   4,436.44     Aug 17, 1995   4,630.63
Feb 28, 1995   4,011.05     May 24, 1995   4,438.16     Aug 18, 1995   4,617.60
 Mar 1, 1995   3,994.80     May 25, 1995   4,412.23     Aug 21, 1995   4,614.78
 Mar 2, 1995   3,979.93     May 26, 1995   4,369.00     Aug 22, 1995   4,620.42
 Mar 3, 1995   3,989.61     May 30, 1995   4,378.68     Aug 23, 1995   4,584.85
 Mar 6, 1995   3,997.56     May 31, 1995   4,465.14     Aug 24, 1995   4,580.62
 Mar 7, 1995   3,962.63      Jun 1, 1995   4,472.75     Aug 25, 1995   4,601.40
 Mar 8, 1995   3,979.23      Jun 2, 1995   4,444.39     Aug 28, 1995   4,594.00
 Mar 9, 1995   3,983.39      Jun 5, 1995   4,476.55     Aug 29, 1995   4,608.44
Mar 10, 1995   4,035.61      Jun 6, 1995   4,485.20     Aug 30, 1995   4,604.57
Mar 13, 1995   4,025.23      Jun 7, 1995   4,462.03     Aug 31, 1995   4,610.56
Mar 14, 1995   4,048.75      Jun 8, 1995   4,458.57      Sep 1, 1995   4,647.54
Mar 15, 1995   4,038.37      Jun 9, 1995   4,423.99      Sep 5, 1995   4,670.08
Mar 16, 1995   4,069.15     Jun 12, 1995   4,446.46      Sep 6, 1995   4,683.81
Mar 17, 1995   4,073.65     Jun 13, 1995   4,484.51      Sep 7, 1995   4,669.72
Mar 20, 1995   4,083.68     Jun 14, 1995   4,491.08      Sep 8, 1995   4,700.72
Mar 21, 1995   4,072.61     Jun 15, 1995   4,496.27     Sep 11, 1995   4,704.94
Mar 22, 1995   4,082.99     Jun 16, 1995   4,510.79     Sep 12, 1995   4,747.21
Mar 23, 1995   4,087.83     Jun 19, 1995   4,553.68     Sep 13, 1995   4,765.52
Mar 24, 1995   4,138.67     Jun 20, 1995   4,550.56     Sep 14, 1995   4,801.80

                                 Appendix B
                                   page 8

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                   Dow Jones                  Dow Jones
              Industrial                 Industrial                 Industrial
  Date         Average        Date        Average          Date       Average
-------------------------- --------------------------   ----------------------
Sep 15, 1995   4,797.57     Dec 11, 1995   5,184.32     Mar 07, 1996   5,641.69
Sep 18, 1995   4,780.41     Dec 12, 1995   5,174.92     Mar 08, 1996   5,470.45
Sep 19, 1995   4,767.04     Dec 13, 1995   5,216.47     Mar 11, 1996   5,581.00
Sep 20, 1995   4,792.69     Dec 14, 1995   5,182.15     Mar 12, 1996   5,583.89
Sep 21, 1995   4,767.40     Dec 15, 1995   5,176.73     Mar 13, 1996   5,568.72
Sep 22, 1995   4,764.15     Dec 18, 1995   5,075.21     Mar 14, 1996   5,586.06
Sep 25, 1995   4,769.93     Dec 19, 1995   5,109.89     Mar 15, 1996   5,584.97
Sep 26, 1995   4,765.60     Dec 20, 1995   5,059.32     Mar 18, 1996   5,683.60
Sep 27, 1995   4,762.35     Dec 21, 1995   5,096.53     Mar 19, 1996   5,669.51
Sep 28, 1995   4,787.64     Dec 22, 1995   5,097.97     Mar 20, 1996   5,655.42
Sep 29, 1995   4,789.08     Dec 26, 1995   5,110.26     Mar 21, 1996   5,626.88
 Oct 2, 1995   4,761.26     Dec 27, 1995   5,105.92     Mar 22, 1996   5,636.64
 Oct 3, 1995   4,749.70     Dec 28, 1995   5,095.80     Mar 25, 1996   5,643.86
 Oct 4, 1995   4,740.67     Dec 29, 1995   5,117.12     Mar 26, 1996   5,670.60
 Oct 5, 1995   4,762.71      Jan 2, 1996   5,177.45     Mar 27, 1996   5,626.88
 Oct 6, 1995   4,769.21      Jan 3, 1996   5,194.07     Mar 28, 1996   5,630.85
 Oct 9, 1995   4,726.22      Jan 4, 1996   5,173.84     Mar 29, 1996   5,587.14
Oct 10, 1995   4,720.80      Jan 5, 1996   5,181.43      Apr 1, 1996   5,637.72
Oct 11, 1995   4,735.25      Jan 8, 1996   5,197.68      Apr 2, 1996   5,671.68
Oct 12, 1995   4,764.88      Jan 9, 1996   5,130.13      Apr 3, 1996   5,689.74
Oct 13, 1995   4,793.78     Jan 10, 1996   5,032.94      Apr 4, 1996   5,682.88
Oct 16, 1995   4,784.38     Jan 11, 1996   5,065.10      Apr 8, 1996   5,594.37
Oct 17, 1995   4,795.94     Jan 12, 1996   5,061.12      Apr 9, 1996   5,560.41
Oct 18, 1995   4,777.52     Jan 15, 1996   5,043.78     Apr 10, 1996   5,485.98
Oct 19, 1995   4,802.45     Jan 16, 1996   5,088.22     Apr 11, 1996   5,487.07
Oct 20, 1995   4,794.86     Jan 17, 1996   5,066.90     Apr 12, 1996   5,532.59
Oct 23, 1995   4,755.48     Jan 18, 1996   5,124.35     Apr 15, 1996   5,592.92
Oct 24, 1995   4,783.66     Jan 19, 1996   5,184.68     Apr 16, 1996   5,620.02
Oct 25, 1995   4,753.68     Jan 22, 1996   5,219.36     Apr 17, 1996   5,549.93
Oct 26, 1995   4,703.82     Jan 23, 1996   5,192.27     Apr 18, 1996   5,551.74
Oct 27, 1995   4,741.75     Jan 24, 1996   5,242.84     Apr 19, 1996   5,535.48
Oct 30, 1995   4,756.57     Jan 25, 1996   5,216.83     Apr 22, 1996   5,564.74
Oct 31, 1995   4,755.48     Jan 26, 1996   5,271.75     Apr 23, 1996   5,588.59
 Nov 1, 1995   4,766.68     Jan 29, 1996   5,304.98     Apr 24, 1996   5,553.90
 Nov 2, 1995   4,808.59     Jan 30, 1996   5,381.21     Apr 25, 1996   5,566.91
 Nov 3, 1995   4,825.57     Jan 31, 1996   5,395.30     Apr 26, 1996   5,567.99
 Nov 6, 1995   4,814.01      Feb 1, 1996   5,405.06     Apr 29, 1996   5,573.41
 Nov 7, 1995   4,797.03      Feb 2, 1996   5,373.99     Apr 30, 1996   5,569.08
 Nov 8, 1995   4,852.67      Feb 5, 1996   5,407.59      May 1, 1996   5,575.22
 Nov 9, 1995   4,864.23      Feb 6, 1996   5,459.61      May 2, 1996   5,498.27
Nov 10, 1995   4,870.37      Feb 7, 1996   5,492.12      May 3, 1996   5,478.03
Nov 13, 1995   4,872.90      Feb 8, 1996   5,539.45      May 6, 1996   5,464.31
Nov 14, 1995   4,871.81      Feb 9, 1996   5,541.62      May 7, 1996   5,420.95
Nov 15, 1995   4,922.75     Feb 12, 1996   5,600.15      May 8, 1996   5,474.06
Nov 16, 1995   4,969.36     Feb 13, 1996   5,601.23      May 9, 1996   5,475.14
Nov 17, 1995   4,989.95     Feb 14, 1996   5,579.55     May 10, 1996   5,518.14
Nov 20, 1995   4,983.09     Feb 15, 1996   5,551.37     May 13, 1996   5,582.60
Nov 21, 1995   5,023.55     Feb 16, 1996   5,503.32     May 14, 1996   5,624.71
Nov 22, 1995   5,041.61     Feb 20, 1996   5,458.53     May 15, 1996   5,625.44
Nov 24, 1995   5,048.84     Feb 21, 1996   5,515.97     May 16, 1996   5,635.05
Nov 27, 1995   5,070.88     Feb 22, 1996   5,608.46     May 17, 1996   5,687.50
Nov 28, 1995   5,078.10     Feb 23, 1996   5,630.49     May 20, 1996   5,748.82
Nov 29, 1995   5,105.56     Feb 26, 1996   5,565.10     May 21, 1996   5,736.26
Nov 30, 1995   5,074.49     Feb 27, 1996   5,549.21     May 22, 1996   5,778.00
 Dec 1, 1995   5,087.13     Feb 28, 1996   5,506.21     May 23, 1996   5,762.12
 Dec 4, 1995   5,139.52     Feb 29, 1996   5,485.62     May 24, 1996   5,762.86
 Dec 5, 1995   5,177.45      Mar 1, 1996   5,536.56     May 28, 1996   5,709.67
 Dec 6, 1995   5,199.13      Mar 4, 1996   5,600.15     May 29, 1996   5,673.83
 Dec 7, 1995   5,159.39      Mar 5, 1996   5,642.42     May 30, 1996   5,693.41
 Dec 8, 1995   5,156.86      Mar 6, 1996   5,629.77     May 31, 1996   5,643.18

                                 Appendix B
                                   page 9

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                   Dow Jones                  Dow Jones
              Industrial                 Industrial                 Industrial
  Date         Average        Date        Average          Date       Average
-------------------------- --------------------------   ----------------------
 Jun 3, 1996   5,624.71     Aug 27, 1996   5,711.27     Nov 20, 1996   6,430.02
 Jun 4, 1996   5,665.71     Aug 28, 1996   5,712.38     Nov 21, 1996   6,418.47
 Jun 5, 1996   5,697.48     Aug 29, 1996   5,647.65     Nov 22, 1996   6,471.76
 Jun 6, 1996   5,667.19     Aug 30, 1996   5,616.21     Nov 25, 1996   6,547.79
 Jun 7, 1996   5,697.11      Sep 3, 1996   5,648.39     Nov 26, 1996   6,528.41
Jun 10, 1996   5,687.87      Sep 4, 1996   5,656.90     Nov 27, 1996   6,499.34
Jun 11, 1996   5,668.66      Sep 5, 1996   5,606.96     Nov 29, 1996   6,521.70
Jun 12, 1996   5,668.29      Sep 6, 1996   5,659.86      Dec 2, 1996   6,521.70
Jun 13, 1996   5,657.95      Sep 9, 1996   5,733.84      Dec 3, 1996   6,442.69
Jun 14, 1996   5,649.45     Sep 10, 1996   5,727.18      Dec 4, 1996   6,422.94
Jun 17, 1996   5,652.78     Sep 11, 1996   5,754.92      Dec 5, 1996   6,437.10
Jun 18, 1996   5,628.03     Sep 12, 1996   5,771.94      Dec 6, 1996   6,381.94
Jun 19, 1996   5,648.35     Sep 13, 1996   5,838.52      Dec 9, 1996   6,463.94
Jun 20, 1996   5,659.43     Sep 16, 1996   5,889.20     Dec 10, 1996   6,473.25
Jun 21, 1996   5,705.23     Sep 17, 1996   5,888.83     Dec 11, 1996   6,402.52
Jun 24, 1996   5,717.79     Sep 18, 1996   5,877.36     Dec 12, 1996   6,303.71
Jun 25, 1996   5,719.27     Sep 19, 1996   5,867.74     Dec 13, 1996   6,304.87
Jun 26, 1996   5,682.70     Sep 20, 1996   5,888.46     Dec 16, 1996   6,268.35
Jun 27, 1996   5,677.53     Sep 23, 1996   5,894.74     Dec 17, 1996   6,308.33
Jun 28, 1996   5,654.63     Sep 24, 1996   5,874.03     Dec 18, 1996   6,346.77
 Jul 1, 1996   5,729.98     Sep 25, 1996   5,877.36     Dec 19, 1996   6,473.64
 Jul 2, 1996   5,720.38     Sep 26, 1996   5,868.85     Dec 20, 1996   6,484.40
 Jul 3, 1996   5,703.02     Sep 27, 1996   5,872.92     Dec 23, 1996   6,489.02
 Jul 5, 1996   5,588.14     Sep 30, 1996   5,882.17     Dec 24, 1996   6,522.85
 Jul 8, 1996   5,550.83      Oct 1, 1996   5,904.90     Dec 26, 1996   6,546.68
 Jul 9, 1996   5,581.86      Oct 2, 1996   5,933.97     Dec 27, 1996   6,560.91
Jul 10, 1996   5,603.65      Oct 3, 1996   5,932.85     Dec 30, 1996   6,549.37
Jul 11, 1996   5,520.54      Oct 4, 1996   5,992.86     Dec 31, 1996   6,448.27
Jul 12, 1996   5,510.56      Oct 7, 1996   5,979.81      Jan 2, 1997   6,442.49
Jul 15, 1996   5,349.51      Oct 8, 1996   5,966.77      Jan 3, 1997   6,544.09
Jul 16, 1996   5,358.76      Oct 9, 1996   5,930.62      Jan 6, 1997   6,567.18
Jul 17, 1996   5,376.88     Oct 10, 1996   5,921.67      Jan 7, 1997   6,600.66
Jul 18, 1996   5,464.18     Oct 11, 1996   5,969.38      Jan 8, 1997   6,549.48
Jul 19, 1996   5,426.82     Oct 14, 1996   6,010.00      Jan 9, 1997   6,625.67
Jul 22, 1996   5,390.94     Oct 15, 1996   6,004.78     Jan 10, 1997   6,703.79
Jul 23, 1996   5,346.55     Oct 16, 1996   6,020.81     Jan 13, 1997   6,709.18
Jul 24, 1996   5,354.69     Oct 17, 1996   6,059.20     Jan 14, 1997   6,762.29
Jul 25, 1996   5,422.01     Oct 18, 1996   6,094.23     Jan 15, 1997   6,726.88
Jul 26, 1996   5,473.06     Oct 21, 1996   6,090.87     Jan 16, 1997   6,765.37
Jul 29, 1996   5,434.59     Oct 22, 1996   6,061.80     Jan 17, 1997   6,833.10
Jul 30, 1996   5,481.93     Oct 23, 1996   6,036.46     Jan 20, 1997   6,843.87
Jul 31, 1996   5,528.91     Oct 24, 1996   5,992.48     Jan 21, 1997   6,883.90
 Aug 1, 1996   5,594.75     Oct 25, 1996   6,007.02     Jan 22, 1997   6,850.03
 Aug 2, 1996   5,679.83     Oct 28, 1996   5,972.73     Jan 23, 1997   6,755.75
 Aug 5, 1996   5,674.28     Oct 29, 1996   6,007.02     Jan 24, 1997   6,696.48
 Aug 6, 1996   5,696.11     Oct 30, 1996   5,993.23     Jan 27, 1997   6,660.69
 Aug 7, 1996   5,718.67     Oct 31, 1996   6,029.38     Jan 28, 1997   6,656.08
 Aug 8, 1996   5,713.49      Nov 1, 1996   6,021.93     Jan 29, 1997   6,740.74
 Aug 9, 1996   5,681.31      Nov 4, 1996   6,041.68     Jan 30, 1997   6,823.86
Aug 12, 1996   5,704.98      Nov 5, 1996   6,081.18     Jan 31, 1997   6,813.09
Aug 13, 1996   5,647.28      Nov 6, 1996   6,177.71      Feb 3, 1997   6,806.16
Aug 14, 1996   5,666.88      Nov 7, 1996   6,206.04      Feb 4, 1997   6,833.48
Aug 15, 1996   5,665.78      Nov 8, 1996   6,219.82      Feb 5, 1997   6,746.90
Aug 16, 1996   5,689.45     Nov 11, 1996   6,255.60      Feb 6, 1997   6,773.06
Aug 19, 1996   5,699.44     Nov 12, 1996   6,266.04      Feb 7, 1997   6,855.80
Aug 20, 1996   5,721.26     Nov 13, 1996   6,274.24     Feb 10, 1997   6,806.54
Aug 21, 1996   5,689.82     Nov 14, 1996   6,313.00     Feb 11, 1997   6,858.11
Aug 22, 1996   5,733.47     Nov 15, 1996   6,348.03     Feb 12, 1997   6,961.63
Aug 23, 1996   5,722.74     Nov 18, 1996   6,346.91     Feb 13, 1997   7,022.44
Aug 26, 1996   5,693.89     Nov 19, 1996   6,397.60     Feb 14, 1997   6,988.96

                                 Appendix B
                                   page 10

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

              Dow Jones                   Dow Jones                  Dow Jones
              Industrial                 Industrial                 Industrial
  Date         Average        Date        Average          Date       Average
-------------------------- --------------------------   ----------------------
Feb 18, 1997   7,067.46     May 14, 1997   7,286.16      Aug 8, 1997   8,031.22
Feb 19, 1997   7,020.13     May 15, 1997   7,333.55     Aug 11, 1997   8,062.11
Feb 20, 1997   6,927.38     May 16, 1997   7,194.67     Aug 12, 1997   7,960.84
Feb 21, 1997   6,931.62     May 19, 1997   7,228.88     Aug 13, 1997   7,928.32
Feb 24, 1997   7,008.20     May 20, 1997   7,303.46     Aug 14, 1997   7,942.03
Feb 25, 1997   7,038.21     May 21, 1997   7,290.69     Aug 15, 1997   7,694.66
Feb 26, 1997   6,983.18     May 22, 1997   7,258.13     Aug 18, 1997   7,803.36
Feb 27, 1997   6,925.07     May 23, 1997   7,345.91     Aug 19, 1997   7,918.10
Feb 28, 1997   6,877.74     May 27, 1997   7,383.41     Aug 20, 1997   8,021.23
 Mar 3, 1997   6,918.92     May 28, 1997   7,357.23     Aug 21, 1997   7,893.95
 Mar 4, 1997   6,852.72     May 29, 1997   7,330.18     Aug 22, 1997   7,887.91
 Mar 5, 1997   6,945.85     May 30, 1997   7,331.04     Aug 25, 1997   7,859.57
 Mar 6, 1997   6,944.70      Jun 2, 1997   7,289.40     Aug 26, 1997   7,782.22
 Mar 7, 1997   7,000.89      Jun 3, 1997   7,312.15     Aug 27, 1997   7,787.33
Mar 10, 1997   7,079.39      Jun 4, 1997   7,269.66     Aug 28, 1997   7,694.43
Mar 11, 1997   7,085.16      Jun 5, 1997   7,305.29     Aug 29, 1997   7,622.42
Mar 12, 1997   7,039.37      Jun 6, 1997   7,435.78      Sep 2, 1997   7,879.76
Mar 13, 1997   6,878.89      Jun 9, 1997   7,478.50      Sep 3, 1997   7,894.64
Mar 14, 1997   6,935.46     Jun 10, 1997   7,539.27      Sep 4, 1997   7,867.24
Mar 17, 1997   6,955.48     Jun 11, 1997   7,575.83      Sep 5, 1997   7,822.40
Mar 18, 1997   6,896.56     Jun 12, 1997   7,711.47      Sep 8, 1997   7,835.16
Mar 19, 1997   6,877.68     Jun 13, 1997   7,782.04      Sep 9, 1997   7,851.88
Mar 20, 1997   6,820.28     Jun 16, 1997   7,772.09     Sep 10, 1997   7,719.28
Mar 21, 1997   6,804.79     Jun 17, 1997   7,760.78     Sep 11, 1997   7,660.96
Mar 24, 1997   6,905.25     Jun 18, 1997   7,718.71     Sep 12, 1997   7,742.96
Mar 25, 1997   6,876.17     Jun 19, 1997   7,777.06     Sep 15, 1997   7,721.12
Mar 26, 1997   6,880.70     Jun 20, 1997   7,796.51     Sep 16, 1997   7,895.92
Mar 27, 1997   6,740.59     Jun 23, 1997   7,604.26     Sep 17, 1997   7,886.44
Mar 31, 1997   6,583.48     Jun 24, 1997   7,758.06     Sep 18, 1997   7,922.72
 Apr 1, 1997   6,611.05     Jun 25, 1997   7,689.98     Sep 19, 1997   7,917.24
 Apr 2, 1997   6,517.01     Jun 26, 1997   7,654.25     Sep 22, 1997   7,996.80
 Apr 3, 1997   6,477.35     Jun 27, 1997   7,687.72     Sep 23, 1997   7,970.04
 Apr 4, 1997   6,526.07     Jun 30, 1997   7,672.79     Sep 24, 1997   7,906.68
 Apr 7, 1997   6,555.91      Jul 1, 1997   7,722.33     Sep 25, 1997   7,848.00
 Apr 8, 1997   6,609.16      Jul 2, 1997   7,795.38     Sep 26, 1997   7,922.16
 Apr 9, 1997   6,563.84      Jul 3, 1997   7,895.81     Sep 29, 1997   7,991.40
Apr 10, 1997   6,540.05      Jul 7, 1997   7,858.49     Sep 30, 1997   7,945.24
Apr 11, 1997   6,391.69      Jul 8, 1997   7,962.31      Oct 1, 1997   8,015.48
Apr 14, 1997   6,451.90      Jul 9, 1997   7,842.43      Oct 2, 1997   8,027.52
Apr 15, 1997   6,587.16     Jul 10, 1997   7,886.76      Oct 3, 1997   8,038.56
Apr 16, 1997   6,679.87     Jul 11, 1997   7,921.82      Oct 6, 1997   8,100.20
Apr 17, 1997   6,658.60     Jul 14, 1997   7,922.98      Oct 7, 1997   8,178.28
Apr 18, 1997   6,703.55     Jul 15, 1997   7,975.71      Oct 8, 1997   8,095.04
Apr 21, 1997   6,660.21     Jul 16, 1997   8,038.88      Oct 9, 1997   8,061.40
Apr 22, 1997   6,833.59     Jul 17, 1997   8,020.77     Oct 10, 1997   8,045.20
Apr 23, 1997   6,812.72     Jul 18, 1997   7,890.46     Oct 13, 1997   8,072.20
Apr 24, 1997   6,792.25     Jul 21, 1997   7,906.72     Oct 14, 1997   8,096.28
Apr 25, 1997   6,738.87     Jul 22, 1997   8,061.65     Oct 15, 1997   8,057.96
Apr 28, 1997   6,783.02     Jul 23, 1997   8,088.36     Oct 16, 1997   7,938.88
Apr 29, 1997   6,962.03     Jul 24, 1997   8,116.93     Oct 17, 1997   7,847.00
Apr 30, 1997   7,008.99     Jul 25, 1997   8,113.44     Oct 20, 1997   7,921.44
 May 1, 1997   6,976.48     Jul 28, 1997   8,121.11     Oct 21, 1997   8,060.44
 May 2, 1997   7,071.20     Jul 29, 1997   8,174.53     Oct 22, 1997   8,034.64
 May 5, 1997   7,214.49     Jul 30, 1997   8,254.89     Oct 23, 1997   7,847.76
 May 6, 1997   7,225.32     Jul 31, 1997   8,222.61     Oct 24, 1997   7,715.40
 May 7, 1997   7,085.65      Aug 1, 1997   8,194.04     Oct 27, 1997   7,161.12
 May 8, 1997   7,136.62      Aug 4, 1997   8,198.45     Oct 28, 1997   7,498.32
 May 9, 1997   7,169.53      Aug 5, 1997   8,187.54     Oct 29, 1997   7,506.64
May 12, 1997   7,292.75      Aug 6, 1997   8,259.31     Oct 30, 1997   7,381.64
May 13, 1997   7,274.21      Aug 7, 1997   8,188.00     Oct 31, 1997   7,443.00

                                 Appendix B
                                   page 11

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
 Date         Average       Date           Average      Date           Average
-------------------------- --------------------------   ----------------------
 Nov 3, 1997   7,674.36     Jan 30, 1998   7,906.48     Apr 28, 1998   8,898.96
 Nov 4, 1997   7,689.12      Feb 2, 1998   8,107.76     Apr 29, 1998   8,951.52
 Nov 5, 1997   7,692.56      Feb 3, 1998   8,160.32     Apr 30, 1998   9,063.36
 Nov 6, 1997   7,683.20      Feb 4, 1998   8,129.68      May 1, 1998   9,147.04
 Nov 7, 1997   7,581.32      Feb 5, 1998   8,117.24      May 4, 1998   9,192.64
Nov 10, 1997   7,552.56      Feb 6, 1998   8,189.48      May 5, 1998   9,147.56
Nov 11, 1997   7,558.72      Feb 9, 1998   8,180.52      May 6, 1998   9,054.64
Nov 12, 1997   7,401.32     Feb 10, 1998   8,295.60      May 7, 1998   8,976.68
Nov 13, 1997   7,487.76     Feb 11, 1998   8,314.52      May 8, 1998   9,055.12
Nov 14, 1997   7,572.48     Feb 12, 1998   8,369.60     May 11, 1998   9,091.52
Nov 17, 1997   7,698.20     Feb 13, 1998   8,370.08     May 12, 1998   9,161.76
Nov 18, 1997   7,650.80     Feb 17, 1998   8,398.48     May 13, 1998   9,211.84
Nov 19, 1997   7,724.72     Feb 18, 1998   8,451.04     May 14, 1998   9,172.20
Nov 20, 1997   7,826.60     Feb 19, 1998   8,375.56     May 15, 1998   9,096.00
Nov 21, 1997   7,881.04     Feb 20, 1998   8,413.92     May 18, 1998   9,050.88
Nov 24, 1997   7,767.92     Feb 23, 1998   8,410.20     May 19, 1998   9,054.64
Nov 25, 1997   7,808.92     Feb 24, 1998   8,370.08     May 20, 1998   9,171.48
Nov 26, 1997   7,794.76     Feb 25, 1998   8,457.76     May 21, 1998   9,132.36
Nov 28, 1997   7,823.12     Feb 26, 1998   8,490.64     May 22, 1998   9,114.44
 Dec 1, 1997   8,013.08     Feb 27, 1998   8,545.72     May 26, 1998   8,963.72
 Dec 2, 1997   8,018.80      Mar 2, 1998   8,550.44     May 27, 1998   8,936.56
 Dec 3, 1997   8,032.00      Mar 3, 1998   8,584.80     May 28, 1998   8,970.20
 Dec 4, 1997   8,050.16      Mar 4, 1998   8,539.24     May 29, 1998   8,899.92
 Dec 5, 1997   8,149.12      Mar 5, 1998   8,444.32      Jun 1, 1998   8,922.36
 Dec 8, 1997   8,110.84      Mar 6, 1998   8,569.36      Jun 2, 1998   8,891.24
 Dec 9, 1997   8,049.64      Mar 9, 1998   8,567.12      Jun 3, 1998   8,803.80
Dec 10, 1997   7,978.76     Mar 10, 1998   8,643.12      Jun 4, 1998   8,870.56
Dec 11, 1997   7,848.96     Mar 11, 1998   8,675.72      Jun 5, 1998   9,037.68
Dec 12, 1997   7,838.28     Mar 12, 1998   8,659.56      Jun 8, 1998   9,069.60
Dec 15, 1997   7,922.56     Mar 13, 1998   8,602.52      Jun 9, 1998   9,049.92
Dec 16, 1997   7,976.28     Mar 16, 1998   8,718.84     Jun 10, 1998   8,971.68
Dec 17, 1997   7,957.40     Mar 17, 1998   8,749.96     Jun 11, 1998   8,811.76
Dec 18, 1997   7,846.48     Mar 18, 1998   8,775.40     Jun 12, 1998   8,834.92
Dec 19, 1997   7,756.28     Mar 19, 1998   8,803.04     Jun 15, 1998   8,627.92
Dec 22, 1997   7,819.28     Mar 20, 1998   8,906.40     Jun 16, 1998   8,665.28
Dec 23, 1997   7,691.76     Mar 23, 1998   8,816.24     Jun 17, 1998   8,829.44
Dec 24, 1997   7,660.12     Mar 24, 1998   8,904.44     Jun 18, 1998   8,813.00
Dec 26, 1997   7,679.28     Mar 25, 1998   8,872.80     Jun 19, 1998   8,712.84
Dec 29, 1997   7,792.40     Mar 26, 1998   8,846.88     Jun 22, 1998   8,711.12
Dec 30, 1997   7,915.92     Mar 27, 1998   8,796.08     Jun 23, 1998   8,828.44
Dec 31, 1997   7,908.24     Mar 30, 1998   8,782.12     Jun 24, 1998   8,923.84
 Jan 2, 1998   7,965.04     Mar 31, 1998   8,799.80     Jun 25, 1998   8,935.56
 Jan 5, 1998   7,978.96      Apr 1, 1998   8,868.32     Jun 26, 1998   8,944.52
 Jan 6, 1998   7,906.24      Apr 2, 1998   8,986.64     Jun 29, 1998   8,997.36
 Jan 7, 1998   7,902.24      Apr 3, 1998   8,983.40     Jun 30, 1998   8,952.00
 Jan 8, 1998   7,802.60      Apr 6, 1998   9,033.20      Jul 1, 1998   9,048.64
 Jan 9, 1998   7,580.40      Apr 7, 1998   8,956.48      Jul 2, 1998   9,025.24
Jan 12, 1998   7,647.16      Apr 8, 1998   8,891.48      Jul 6, 1998   9,091.76
Jan 13, 1998   7,732.12      Apr 9, 1998   8,994.84      Jul 7, 1998   9,085.04
Jan 14, 1998   7,787.68     Apr 13, 1998   9,012.28      Jul 8, 1998   9,174.96
Jan 15, 1998   7,691.76     Apr 14, 1998   9,110.20      Jul 9, 1998   9,089.76
Jan 16, 1998   7,753.52     Apr 15, 1998   9,162.24     Jul 10, 1998   9,105.72
Jan 20, 1998   7,873.12     Apr 16, 1998   9,076.56     Jul 13, 1998   9,096.20
Jan 21, 1998   7,794.40     Apr 17, 1998   9,167.48     Jul 14, 1998   9,245.52
Jan 22, 1998   7,730.88     Apr 20, 1998   9,141.84     Jul 15, 1998   9,234.44
Jan 23, 1998   7,700.72     Apr 21, 1998   9,184.92     Jul 16, 1998   9,328.16
Jan 26, 1998   7,712.92     Apr 22, 1998   9,176.72     Jul 17, 1998   9,337.96
Jan 27, 1998   7,815.08     Apr 23, 1998   9,143.32     Jul 20, 1998   9,295.72
Jan 28, 1998   7,915.44     Apr 24, 1998   9,064.60     Jul 21, 1998   9,190.16
Jan 29, 1998   7,973.00     Apr 27, 1998   8,917.64     Jul 22, 1998   9,128.88

                                 Appendix B
                                   page 12

<PAGE>


                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
Date           Average      Date           Average      Date           Average
-------------------------- --------------------------   -----------------------
Jul 23, 1998   8,932.96     Oct 15, 1998   8,299.36     Jan 11, 1999   9,619.89
Jul 24, 1998   8,937.36     Oct 16, 1998   8,416.76     Jan 12, 1999   9,474.68
Jul 27, 1998   9,028.24     Oct 19, 1998   8,466.45     Jan 13, 1999   9,349.56
Jul 28, 1998   8,934.76     Oct 20, 1998   8,505.85     Jan 14, 1999   9,120.93
Jul 29, 1998   8,914.96     Oct 21, 1998   8,519.23     Jan 15, 1999   9,340.55
Jul 30, 1998   9,026.92     Oct 22, 1998   8,533.14     Jan 19, 1999   9,355.22
Jul 31, 1998   8,883.28     Oct 23, 1998   8,452.29     Jan 20, 1999   9,335.91
 Aug 3, 1998   8,786.72     Oct 26, 1998   8,432.21     Jan 21, 1999   9,264.08
 Aug 4, 1998   8,487.28     Oct 27, 1998   8,366.04     Jan 22, 1999   9,120.67
 Aug 5, 1998   8,546.76     Oct 28, 1998   8,371.97     Jan 25, 1999   9,203.32
 Aug 6, 1998   8,577.68     Oct 29, 1998   8,495.03     Jan 26, 1999   9,324.58
 Aug 7, 1998   8,598.00     Oct 30, 1998   8,592.10     Jan 27, 1999   9,200.23
Aug 10, 1998   8,574.84      Nov 2, 1998   8,706.15     Jan 28, 1999   9,281.33
Aug 11, 1998   8,462.84      Nov 3, 1998   8,706.15     Jan 29, 1999   9,358.83
Aug 12, 1998   8,552.96      Nov 4, 1998   8,783.14      Feb 1, 1999   9,345.70
Aug 13, 1998   8,459.48      Nov 5, 1998   8,915.47      Feb 2, 1999   9,274.12
Aug 14, 1998   8,425.00      Nov 6, 1998   8,975.46      Feb 3, 1999   9,366.81
Aug 17, 1998   8,574.84      Nov 9, 1998   8,897.96      Feb 4, 1999   9,304.50
Aug 18, 1998   8,714.64     Nov 10, 1998   8,863.98      Feb 5, 1999   9,304.24
Aug 19, 1998   8,693.28     Nov 11, 1998   8,823.82      Feb 8, 1999   9,291.11
Aug 20, 1998   8,611.40     Nov 12, 1998   8,829.74      Feb 9, 1999   9,133.03
Aug 21, 1998   8,533.64     Nov 13, 1998   8,919.59     Feb 10, 1999   9,177.31
Aug 24, 1998   8,566.60     Nov 16, 1998   9,011.25     Feb 11, 1999   9,363.46
Aug 25, 1998   8,602.64     Nov 17, 1998   8,986.28     Feb 12, 1999   9,274.89
Aug 26, 1998   8,523.32     Nov 18, 1998   9,041.11     Feb 16, 1999   9,297.03
Aug 27, 1998   8,165.96     Nov 19, 1998   9,056.05     Feb 17, 1999   9,195.47
Aug 28, 1998   8,051.68     Nov 20, 1998   9,159.55     Feb 18, 1999   9,298.63
Aug 31, 1998   7,539.04     Nov 23, 1998   9,374.27     Feb 19, 1999   9,339.95
 Sep 1, 1998   7,827.43     Nov 24, 1998   9,301.15     Feb 22, 1999   9,552.68
 Sep 2, 1998   7,782.37     Nov 25, 1998   9,314.28     Feb 23, 1999   9,544.42
 Sep 3, 1998   7,682.22     Nov 27, 1998   9,333.08     Feb 24, 1999   9,399.67
 Sep 4, 1998   7,640.25     Nov 30, 1998   9,116.55     Feb 25, 1999   9,366.34
 Sep 8, 1998   8,020.78      Dec 1, 1998   9,133.54     Feb 26, 1999   9,306.58
 Sep 9, 1998   7,865.02      Dec 2, 1998   9,064.54      Mar 1, 1999   9,324.78
Sep 10, 1998   7,615.54      Dec 3, 1998   8,879.68      Mar 2, 1999   9,297.61
Sep 11, 1998   7,795.50      Dec 4, 1998   9,016.14      Mar 3, 1999   9,275.88
Sep 14, 1998   7,945.35      Dec 7, 1998   9,070.47      Mar 4, 1999   9,467.40
Sep 15, 1998   8,024.39      Dec 8, 1998   9,027.98      Mar 5, 1999   9,736.08
Sep 16, 1998   8,089.78      Dec 9, 1998   9,009.19      Mar 8, 1999   9,727.61
Sep 17, 1998   7,873.77     Dec 10, 1998   8,841.58      Mar 9, 1999   9,693.76
Sep 18, 1998   7,895.66     Dec 11, 1998   8,821.76     Mar 10, 1999   9,772.84
Sep 21, 1998   7,933.25     Dec 14, 1998   8,695.60     Mar 11, 1999   9,897.44
Sep 22, 1998   7,897.20     Dec 15, 1998   8,823.30     Mar 12, 1999   9,876.35
Sep 23, 1998   8,154.41     Dec 16, 1998   8,790.60     Mar 15, 1999   9,958.77
Sep 24, 1998   8,001.99     Dec 17, 1998   8,875.82     Mar 16, 1999   9,930.47
Sep 25, 1998   8,028.77     Dec 18, 1998   8,903.63     Mar 17, 1999   9,879.41
Sep 28, 1998   8,108.84     Dec 21, 1998   8,988.85     Mar 18, 1999   9,997.62
Sep 29, 1998   8,080.52     Dec 22, 1998   9,044.46     Mar 19, 1999   9,903.55
Sep 30, 1998   7,842.62     Dec 23, 1998   9,202.03     Mar 22, 1999   9,890.51
 Oct 1, 1998   7,632.53     Dec 24, 1998   9,217.99     Mar 23, 1999   9,671.83
 Oct 2, 1998   7,784.69     Dec 28, 1998   9,226.75     Mar 24, 1999   9,666.84
 Oct 5, 1998   7,726.24     Dec 29, 1998   9,320.98     Mar 25, 1999   9,836.39
 Oct 6, 1998   7,742.98     Dec 30, 1998   9,274.64     Mar 26, 1999   9,822.24
 Oct 7, 1998   7,741.69     Dec 31, 1998   9,181.43     Mar 29, 1999  10,006.78
 Oct 8, 1998   7,731.91      Jan 4, 1999   9,184.27     Mar 30, 1999   9,913.26
 Oct 9, 1998   7,899.52      Jan 5, 1999   9,311.19     Mar 31, 1999   9,786.16
Oct 12, 1998   8,001.47      Jan 6, 1999   9,544.97      Apr 1, 1999   9,832.51
Oct 13, 1998   7,938.14      Jan 7, 1999   9,537.76      Apr 5, 1999  10,007.33
Oct 14, 1998   7,968.78      Jan 8, 1999   9,643.32      Apr 6, 1999   9,963.49

                                 Appendix B
                                   page 13

<PAGE>


                         DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
Date           Average      Date           Average      Date           Average
-------------------------- --------------------------   -----------------------

 Apr 7, 1999   10,085.31    Jun 30, 1999   10,970.80    Sep 23, 1999   10,318.59
 Apr 8, 1999   10,197.70     Jul 1, 1999   11,066.42    Sep 24, 1999   10,279.33
 Apr 9, 1999   10,173.84     Jul 2, 1999   11,139.24    Sep 27, 1999   10,303.39
Apr 12, 1999   10,339.51     Jul 6, 1999   11,135.12    Sep 28, 1999   10,275.53
Apr 13, 1999   10,395.01     Jul 7, 1999   11,187.36    Sep 29, 1999   10,213.48
Apr 14, 1999   10,411.66     Jul 8, 1999   11,126.89    Sep 30, 1999   10,336.95
Apr 15, 1999   10,462.72     Jul 9, 1999   11,193.70     Oct 1, 1999   10,273.00
Apr 16, 1999   10,493.89    Jul 12, 1999   11,200.98     Oct 4, 1999   10,401.23
Apr 19, 1999   10,440.53    Jul 13, 1999   11,175.02     Oct 5, 1999   10,400.59
Apr 20, 1999   10,448.55    Jul 14, 1999   11,148.10     Oct 6, 1999   10,588.34
Apr 21, 1999   10,581.42    Jul 15, 1999   11,186.41     Oct 7, 1999   10,537.05
Apr 22, 1999   10,727.18    Jul 16, 1999   11,209.84     Oct 8, 1999   10,649.76
Apr 23, 1999   10,689.67    Jul 19, 1999   11,187.68    Oct 11, 1999   10,648.18
Apr 26, 1999   10,718.59    Jul 20, 1999   10,996.13    Oct 12, 1999   10,417.06
Apr 27, 1999   10,831.71    Jul 21, 1999   11,002.78    Oct 13, 1999   10,232.16
Apr 28, 1999   10,845.45    Jul 22, 1999   10,969.22    Oct 14, 1999   10,286.61
Apr 29, 1999   10,878.38    Jul 23, 1999   10,910.96    Oct 15, 1999   10,019.71
Apr 30, 1999   10,789.04    Jul 26, 1999   10,863.16    Oct 18, 1999   10,116.28
 May 3, 1999   11,014.69    Jul 27, 1999   10,979.04    Oct 19, 1999   10,204.93
 May 4, 1999   10,886.11    Jul 28, 1999   10,972.07    Oct 20, 1999   10,392.36
 May 5, 1999   10,955.41    Jul 29, 1999   10,791.29    Oct 21, 1999   10,297.69
 May 6, 1999   10,946.82    Jul 30, 1999   10,655.15    Oct 22, 1999   10,470.25
 May 7, 1999   11,031.59     Aug 2, 1999   10,645.96    Oct 25, 1999   10,349.93
May 10, 1999   11,007.25     Aug 3, 1999   10,677.31    Oct 26, 1999   10,302.13
May 11, 1999   11,026.15     Aug 4, 1999   10,674.77    Oct 27, 1999   10,394.89
May 12, 1999   11,000.37     Aug 5, 1999   10,793.82    Oct 28, 1999   10,622.53
May 13, 1999   11,107.19     Aug 6, 1999   10,714.03    Oct 29, 1999   10,729.86
May 14, 1999   10,913.32     Aug 9, 1999   10,707.70     Nov 1, 1999   10,648.51
May 17, 1999   10,853.47    Aug 10, 1999   10,655.15     Nov 2, 1999   10,581.84
May 18, 1999   10,836.95    Aug 11, 1999   10,787.80     Nov 3, 1999   10,609.06
May 19, 1999   10,887.39    Aug 12, 1999   10,789.39     Nov 4, 1999   10,639.64
May 20, 1999   10,866.74    Aug 13, 1999   10,973.65     Nov 5, 1999   10,704.48
May 21, 1999   10,829.28    Aug 16, 1999   11,046.79     Nov 8, 1999   10,718.85
May 24, 1999   10,654.67    Aug 17, 1999   11,117.08     Nov 9, 1999   10,617.32
May 25, 1999   10,531.09    Aug 18, 1999   10,991.38    Nov 10, 1999   10,597.74
May 26, 1999   10,702.16    Aug 19, 1999   10,963.84    Nov 11, 1999   10,595.30
May 27, 1999   10,466.93    Aug 20, 1999   11,100.61    Nov 12, 1999   10,769.32
May 28, 1999   10,559.74    Aug 23, 1999   11,299.76    Nov 15, 1999   10,760.75
 Jun 1, 1999   10,596.26    Aug 24, 1999   11,283.30    Nov 16, 1999   10,932.33
 Jun 2, 1999   10,577.89    Aug 25, 1999   11,326.04    Nov 17, 1999   10,883.09
 Jun 3, 1999   10,663.69    Aug 26, 1999   11,198.45    Nov 18, 1999   11,035.70
 Jun 4, 1999   10,799.84    Aug 27, 1999   11,090.17    Nov 19, 1999   11,003.89
 Jun 7, 1999   10,909.38    Aug 30, 1999   10,914.13    Nov 22, 1999   11,089.52
 Jun 8, 1999   10,765.64    Aug 31, 1999   10,829.28    Nov 23, 1999   10,995.63
 Jun 9, 1999   10,690.29     Sep 1, 1999   10,937.88    Nov 24, 1999   11,008.17
Jun 10, 1999   10,621.27     Sep 2, 1999   10,843.21    Nov 26, 1999   10,988.91
Jun 11, 1999   10,490.51     Sep 3, 1999   11,078.45    Nov 29, 1999   10,947.92
Jun 14, 1999   10,563.33     Sep 7, 1999   11,034.13    Nov 30, 1999   10,877.81
Jun 15, 1999   10,594.99     Sep 8, 1999   11,036.34     Dec 1, 1999   10,998.39
Jun 16, 1999   10,784.95     Sep 9, 1999   11,079.40     Dec 2, 1999   11,039.06
Jun 17, 1999   10,841.63    Sep 10, 1999   11,028.43     Dec 3, 1999   11,286.18
Jun 18, 1999   10,855.56    Sep 13, 1999   11,030.33     Dec 6, 1999   11,225.01
Jun 21, 1999   10,815.98    Sep 14, 1999   10,910.33     Dec 7, 1999   11,106.65
Jun 22, 1999   10,721.63    Sep 15, 1999   10,801.42     Dec 8, 1999   11,068.12
Jun 23, 1999   10,666.86    Sep 16, 1999   10,737.46     Dec 9, 1999   11,134.79
Jun 24, 1999   10,534.83    Sep 17, 1999   10,803.63    Dec 10, 1999   11,224.70
Jun 25, 1999   10,552.56    Sep 20, 1999   10,823.90    Dec 13, 1999   11,192.59
Jun 28, 1999   10,655.15    Sep 21, 1999   10,598.47    Dec 14, 1999   11,160.17
Jun 29, 1999   10,815.35    Sep 22, 1999   10,524.07    Dec 15, 1999   11,225.32

                                 Appendix B
                                   page 14

<PAGE>


                         DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
Date           Average      Date           Average      Date           Average
-------------------------- --------------------------   -----------------------

Dec 16, 1999   11,244.89
Dec 17, 1999   11,257.43
Dec 20, 1999   11,144.27
Dec 21, 1999   11,200.54
Dec 22, 1999   11,203.60
Dec 23, 1999   11,405.76
Dec 27, 1999   11,391.08
Dec 28, 1999   11,476.71
Dec 29, 1999   11,484.66
Dec 30, 1999   11,452.86
Dec 31, 1999   11,497.12
 Jan 3, 2000   11,357.51
 Jan 4, 2000   10,997.93
 Jan 5, 2000   11,122.65
 Jan 6, 2000   11,253.26
 Jan 7, 2000   11,522.56
Jan 10, 2000   11,572.20
Jan 11, 2000   11,511.08
Jan 12, 2000   11,551.10
Jan 13, 2000   11,582.43
Jan 14, 2000   11,722.98
Jan 18, 2000   11,560.72
Jan 19, 2000   11,489.36
Jan 20, 2000   11,351.30
Jan 21, 2000   11,251.71
Jan 24, 2000   11,008.17
Jan 25, 2000   11,029.89
Jan 26, 2000   11,032.99
Jan 27, 2000   11,028.02
Jan 28, 2000   10,738.87
Jan 31, 2000   10,940.53

                                Appendix B
                                  page 15

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
 Jan 2, 1990     359.69     Mar 29, 1990     340.79     Jun 26, 1990     352.06
 Jan 3, 1990     358.76     Mar 30, 1990     339.94     Jun 27, 1990     355.14
 Jan 4, 1990     355.67      Apr 2, 1990     338.70     Jun 28, 1990     357.63
 Jan 5, 1990     352.20      Apr 3, 1990     343.64     Jun 29, 1990     358.02
 Jan 8, 1990     353.79      Apr 4, 1990     341.09      Jul 2, 1990     359.54
 Jan 9, 1990     349.62      Apr 5, 1990     340.73      Jul 3, 1990     360.16
Jan 10, 1990     347.31      Apr 6, 1990     340.08      Jul 5, 1990     355.68
Jan 11, 1990     348.53      Apr 9, 1990     341.37      Jul 6, 1990     358.42
Jan 12, 1990     339.93     Apr 10, 1990     342.07      Jul 9, 1990     359.52
Jan 15, 1990     337.00     Apr 11, 1990     341.92     Jul 10, 1990     356.49
Jan 16, 1990     340.75     Apr 12, 1990     344.34     Jul 11, 1990     361.23
Jan 17, 1990     337.40     Apr 16, 1990     344.74     Jul 12, 1990     365.44
Jan 18, 1990     338.19     Apr 17, 1990     344.68     Jul 13, 1990     367.31
Jan 19, 1990     339.15     Apr 18, 1990     340.72     Jul 16, 1990     368.95
Jan 22, 1990     330.38     Apr 19, 1990     338.09     Jul 17, 1990     367.52
Jan 23, 1990     331.61     Apr 20, 1990     335.12     Jul 18, 1990     364.22
Jan 24, 1990     330.26     Apr 23, 1990     331.05     Jul 19, 1990     365.32
Jan 25, 1990     326.08     Apr 24, 1990     330.36     Jul 20, 1990     361.61
Jan 26, 1990     325.80     Apr 25, 1990     332.03     Jul 23, 1990     355.31
Jan 29, 1990     325.20     Apr 26, 1990     332.92     Jul 24, 1990     355.79
Jan 30, 1990     322.98     Apr 27, 1990     329.11     Jul 25, 1990     357.09
Jan 31, 1990     329.08     Apr 30, 1990     330.80     Jul 26, 1990     355.91
 Feb 1, 1990     328.79      May 1, 1990     332.25     Jul 27, 1990     353.44
 Feb 2, 1990     330.92      May 2, 1990     334.48     Jul 30, 1990     355.55
 Feb 5, 1990     331.85      May 3, 1990     335.57     Jul 31, 1990     356.15
 Feb 6, 1990     329.66      May 4, 1990     338.39      Aug 1, 1990     355.52
 Feb 7, 1990     333.75      May 7, 1990     340.53      Aug 2, 1990     351.48
 Feb 8, 1990     332.96      May 8, 1990     342.01      Aug 3, 1990     344.86
 Feb 9, 1990     333.62      May 9, 1990     347.86      Aug 6, 1990     334.43
Feb 12, 1990     330.08     May 10, 1990     343.82      Aug 7, 1990     334.83
Feb 13, 1990     331.02     May 11, 1990     352.00      Aug 8, 1990     338.35
Feb 14, 1990     332.01     May 14, 1990     354.75      Aug 9, 1990     339.94
Feb 15, 1990     334.89     May 15, 1990     354.28     Aug 10, 1990     335.52
Feb 16, 1990     332.72     May 16, 1990     354.00     Aug 13, 1990     338.84
Feb 20, 1990     327.99     May 17, 1990     354.47     Aug 14, 1990     339.39
Feb 21, 1990     327.67     May 18, 1990     354.64     Aug 15, 1990     340.06
Feb 22, 1990     325.70     May 21, 1990     358.00     Aug 16, 1990     332.39
Feb 23, 1990     324.15     May 22, 1990     358.43     Aug 17, 1990     327.83
Feb 26, 1990     328.67     May 23, 1990     359.29     Aug 20, 1990     328.51
Feb 27, 1990     330.26     May 24, 1990     358.41     Aug 21, 1990     321.86
Feb 28, 1990     331.89     May 25, 1990     354.58     Aug 22, 1990     316.55
 Mar 1, 1990     332.74     May 29, 1990     360.65     Aug 23, 1990     307.06
 Mar 2, 1990     335.54     May 30, 1990     360.86     Aug 24, 1990     311.51
 Mar 5, 1990     333.74     May 31, 1990     361.23     Aug 27, 1990     321.44
 Mar 6, 1990     337.93      Jun 1, 1990     363.16     Aug 28, 1990     321.34
 Mar 7, 1990     336.95      Jun 4, 1990     367.40     Aug 29, 1990     324.19
 Mar 8, 1990     340.27      Jun 5, 1990     366.64     Aug 30, 1990     318.71
 Mar 9, 1990     337.93      Jun 6, 1990     364.96     Aug 31, 1990     322.56
Mar 12, 1990     338.67      Jun 7, 1990     363.15      Sep 4, 1990     323.09
Mar 13, 1990     336.00      Jun 8, 1990     358.71      Sep 5, 1990     324.39
Mar 14, 1990     336.87     Jun 11, 1990     361.63      Sep 6, 1990     320.46
Mar 15, 1990     338.07     Jun 12, 1990     366.25      Sep 7, 1990     323.40
Mar 16, 1990     341.91     Jun 13, 1990     364.90     Sep 10, 1990     321.63
Mar 19, 1990     343.53     Jun 14, 1990     362.90     Sep 11, 1990     321.04
Mar 20, 1990     341.57     Jun 15, 1990     362.91     Sep 12, 1990     322.54
Mar 21, 1990     339.74     Jun 18, 1990     356.88     Sep 13, 1990     318.65
Mar 22, 1990     335.65     Jun 19, 1990     358.97     Sep 14, 1990     316.83
Mar 23, 1990     337.22     Jun 20, 1990     359.10     Sep 17, 1990     317.77
Mar 26, 1990     337.63     Jun 21, 1990     360.47     Sep 18, 1990     318.60
Mar 27, 1990     341.50     Jun 22, 1990     355.43     Sep 19, 1990     316.60
Mar 28, 1990     342.00     Jun 25, 1990     352.31     Sep 20, 1990     311.48

                                   Appendix B
                                     page 1

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
Sep 21, 1990     311.32     Dec 18, 1990     330.05     Mar 19, 1991     366.59
Sep 24, 1990     304.59     Dec 19, 1990     330.20     Mar 20, 1991     367.92
Sep 25, 1990     308.26     Dec 20, 1990     330.12     Mar 21, 1991     366.58
Sep 26, 1990     305.06     Dec 21, 1990     331.75     Mar 26, 1991     370.30
Sep 27, 1990     300.97     Dec 24, 1990     329.90     Mar 27, 1991     375.35
Sep 28, 1990     306.05     Dec 26, 1990     330.85     Mar 28, 1991     375.22
 Oct 1, 1990     314.94     Dec 27, 1990     328.29      Apr 1, 1991     371.30
 Oct 2, 1990     315.21     Dec 28, 1990     328.72      Apr 2, 1991     379.30
 Oct 3, 1990     311.40     Dec 31, 1990     330.22      Apr 3, 1991     378.94
 Oct 4, 1990     312.69      Jan 2, 1991     326.45      Apr 4, 1991     379.77
 Oct 5, 1990     311.50      Jan 3, 1991     321.91      Apr 5, 1991     375.36
 Oct 8, 1990     313.48      Jan 4, 1991     321.00      Apr 8, 1991     378.66
 Oct 9, 1990     305.10      Jan 7, 1991     315.44      Apr 9, 1991     373.56
Oct 10, 1990     300.39      Jan 8, 1991     314.90     Apr 10, 1991     373.15
Oct 11, 1990     295.46      Jan 9, 1991     311.49     Apr 11, 1991     377.63
Oct 12, 1990     300.03     Jan 10, 1991     314.53     Apr 12, 1991     380.40
Oct 15, 1990     303.23     Jan 11, 1991     315.23     Apr 15, 1991     381.19
Oct 16, 1990     298.92     Jan 14, 1991     312.49     Apr 16, 1991     387.62
Oct 17, 1990     298.76     Jan 15, 1991     313.73     Apr 17, 1991     390.45
Oct 18, 1990     305.74     Jan 16, 1991     316.17     Apr 18, 1991     388.46
Oct 19, 1990     312.48     Jan 17, 1991     327.97     Apr 19, 1991     384.20
Oct 22, 1990     314.76     Jan 18, 1991     332.23     Apr 22, 1991     380.95
Oct 23, 1990     312.36     Jan 22, 1991     328.31     Apr 23, 1991     381.76
Oct 24, 1990     312.60     Jan 23, 1991     330.21     Apr 24, 1991     382.76
Oct 25, 1990     310.17     Jan 24, 1991     334.78     Apr 25, 1991     379.25
Oct 26, 1990     304.71     Jan 25, 1991     336.07     Apr 26, 1991     379.02
Oct 29, 1990     301.88     Jan 28, 1991     336.03     Apr 29, 1991     373.66
Oct 30, 1990     304.06     Jan 29, 1991     335.84     Apr 30, 1991     375.35
Oct 31, 1990     304.00     Jan 30, 1991     340.91      May 1, 1991     380.29
 Nov 1, 1990     307.02     Jan 31, 1991     343.93      May 2, 1991     380.52
 Nov 2, 1990     311.85      Feb 1, 1991     343.35      May 3, 1991     380.80
 Nov 5, 1990     314.59      Feb 4, 1991     348.34      May 6, 1991     380.08
 Nov 6, 1990     311.62      Feb 5, 1991     351.26      May 7, 1991     377.32
 Nov 7, 1990     306.01      Feb 6, 1991     358.07      May 8, 1991     378.51
 Nov 8, 1990     307.61      Feb 7, 1991     356.52      May 9, 1991     383.25
 Nov 9, 1990     313.74      Feb 8, 1991     359.35     May 10, 1991     375.74
Nov 12, 1990     319.48     Feb 11, 1991     368.58     May 13, 1991     376.76
Nov 13, 1990     317.67     Feb 12, 1991     365.50     May 14, 1991     371.62
Nov 14, 1990     320.40     Feb 13, 1991     369.02     May 15, 1991     388.57
Nov 15, 1990     317.02     Feb 14, 1991     369.00     May 16, 1991     372.19
Nov 16, 1990     317.12     Feb 15, 1991     369.06     May 17, 1991     372.39
Nov 19, 1990     319.34     Feb 19, 1991     369.39     May 20, 1991     372.28
Nov 20, 1990     315.31     Feb 20, 1991     365.14     May 21, 1991     375.35
Nov 21, 1990     316.03     Feb 21, 1991     364.97     May 22, 1991     376.19
Nov 23, 1990     315.10     Feb 22, 1991     365.65     May 23, 1991     374.97
Nov 26, 1990     316.51     Feb 25, 1991     367.26     May 24, 1991     377.49
Nov 27, 1990     318.10     Feb 26, 1991     362.81     May 27, 1991     377.49
Nov 28, 1990     317.95     Feb 27, 1991     367.74     May 28, 1991     381.94
Nov 29, 1990     316.42     Feb 28, 1991     367.07     May 29, 1991     382.79
Nov 30, 1990     322.22      Mar 1, 1991     370.47     May 30, 1991     386.96
 Dec 3, 1990     324.10      Mar 4, 1991     369.33     May 31, 1991     389.83
 Dec 4, 1990     326.35      Mar 5, 1991     376.72      Jun 3, 1991     388.06
 Dec 5, 1990     329.92      Mar 6, 1991     376.17      Jun 4, 1991     387.74
 Dec 6, 1990     329.07      Mar 7, 1991     375.91      Jun 5, 1991     385.09
 Dec 7, 1990     327.75      Mar 8, 1991     374.95      Jun 6, 1991     383.63
Dec 10, 1990     328.89     Mar 11, 1991     372.96      Jun 7, 1991     379.43
Dec 11, 1990     326.44     Mar 12, 1991     370.03     Jun 10, 1991     378.57
Dec 12, 1990     330.19     Mar 13, 1991     374.57     Jun 11, 1991     381.05
Dec 13, 1990     329.34     Mar 14, 1991     373.50     Jun 12, 1991     376.65
Dec 14, 1990     326.82     Mar 15, 1991     373.59     Jun 13, 1991     377.63
Dec 17, 1990     326.02     Mar 18, 1991     372.11     Jun 14, 1991     382.29

                                   Appendix B
                                     page 2

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
Jun 17, 1991     380.13     Sep 12, 1991     387.34     Dec 9, 1991      378.26
Jun 18, 1991     378.59     Sep 13, 1991     383.59     Dec 10, 1991     377.90
Jun 19, 1991     375.09     Sep 16, 1991     385.78     Dec 11, 1991     377.70
Jun 20, 1991     375.42     Sep 17, 1991     385.50     Dec 12, 1991     381.55
Jun 21, 1991     377.75     Sep 18, 1991     386.94     Dec 13, 1991     384.47
Jun 24, 1991     370.94     Sep 19, 1991     387.56     Dec 16, 1991     384.46
Jun 25, 1991     370.65     Sep 20, 1991     387.92     Dec 17, 1991     382.74
Jun 26, 1991     371.59     Sep 23, 1991     385.92     Dec 18, 1991     383.48
Jun 27, 1991     374.40     Sep 24, 1991     387.71     Dec 19, 1991     382.52
Jun 28, 1991     371.16     Sep 25, 1991     386.88     Dec 20, 1991     387.04
 Jul 1, 1991     377.92     Sep 26, 1991     386.59     Dec 23, 1991     396.82
 Jul 2, 1991     377.47     Sep 27, 1991     385.90     Dec 24, 1991     399.33
 Jul 3, 1991     373.33     Sep 30, 1991     387.86     Dec 26, 1991     404.84
 Jul 5, 1991     374.08      Oct 1, 1991     389.20     Dec 27, 1991     406.46
 Jul 8, 1991     377.94      Oct 2, 1991     388.26     Dec 30, 1991     415.14
 Jul 9, 1991     376.11      Oct 3, 1991     384.47     Dec 31, 1991     417.09
Jul 10, 1991     375.74      Oct 4, 1991     381.24      Jan 2, 1992     417.26
Jul 11, 1991     376.97      Oct 7, 1991     379.50      Jan 3, 1992     419.34
Jul 12, 1991     380.25      Oct 8, 1991     380.67      Jan 6, 1992     417.96
Jul 15, 1991     382.39      Oct 9, 1991     376.80      Jan 7, 1992     417.40
Jul 16, 1991     381.54     Oct 10, 1991     380.55      Jan 8, 1992     418.10
Jul 17, 1991     381.18     Oct 11, 1991     381.45      Jan 9, 1992     417.61
Jul 18, 1991     385.37     Oct 14, 1991     386.47     Jan 10, 1992     415.10
Jul 19, 1991     384.22     Oct 15, 1991     391.01     Jan 13, 1992     414.34
Jul 22, 1991     382.88     Oct 16, 1991     392.80     Jan 14, 1992     420.44
Jul 23, 1991     379.42     Oct 17, 1991     391.92     Jan 15, 1992     420.77
Jul 24, 1991     378.64     Oct 18, 1991     392.50     Jan 16, 1992     418.21
Jul 25, 1991     380.96     Oct 21, 1991     390.02     Jan 17, 1992     418.86
Jul 26, 1991     380.93     Oct 22, 1991     387.83     Jan 20, 1992     416.36
Jul 29, 1991     383.15     Oct 23, 1991     387.94     Jan 21, 1992     412.64
Jul 30, 1991     386.69     Oct 24, 1991     385.07     Jan 22, 1992     418.13
Jul 31, 1991     387.81     Oct 25, 1991     384.20     Jan 23, 1992     414.96
 Aug 1, 1991     387.12     Oct 28, 1991     389.52     Jan 24, 1992     415.48
 Aug 2, 1991     387.18     Oct 29, 1991     391.48     Jan 27, 1992     414.99
 Aug 5, 1991     385.06     Oct 30, 1991     392.96     Jan 28, 1992     414.96
 Aug 6, 1991     390.62     Oct 31, 1991     392.46     Jan 29, 1992     410.34
 Aug 7, 1991     390.56      Nov 1, 1991     391.32     Jan 30, 1992     411.63
 Aug 8, 1991     389.32      Nov 4, 1991     390.28     Jan 31, 1992     408.79
 Aug 9, 1991     387.12      Nov 5, 1991     388.71      Feb 3, 1992     409.53
Aug 12, 1991     388.02      Nov 6, 1991     389.97      Feb 4, 1992     413.85
Aug 13, 1991     389.62      Nov 7, 1991     393.72      Feb 5, 1992     413.84
Aug 14, 1991     389.90      Nov 8, 1991     392.89      Feb 6, 1992     413.82
Aug 15, 1991     389.33     Nov 11, 1991     393.12      Feb 7, 1992     411.09
Aug 16, 1991     385.58     Nov 12, 1991     396.74     Feb 10, 1992     413.77
Aug 19, 1991     376.47     Nov 13, 1991     397.41     Feb 11, 1992     413.76
Aug 20, 1991     379.43     Nov 14, 1991     397.15     Feb 12, 1992     417.13
Aug 21, 1991     390.59     Nov 15, 1991     382.62     Feb 13, 1992     413.69
Aug 22, 1991     391.33     Nov 18, 1991     385.24     Feb 14, 1992     412.48
Aug 23, 1991     395.17     Nov 19, 1991     379.42     Feb 18, 1992     407.38
Aug 26, 1991     393.85     Nov 20, 1991     378.53     Feb 19, 1992     408.26
Aug 27, 1991     393.06     Nov 21, 1991     380.06     Feb 20, 1992     413.90
Aug 28, 1991     396.64     Nov 22, 1991     376.14     Feb 21, 1992     411.46
Aug 29, 1991     396.47     Nov 25, 1991     375.34     Feb 24, 1992     412.27
Aug 30, 1991     395.43     Nov 26, 1991     377.96     Feb 25, 1992     410.45
 Sep 3, 1991     392.15     Nov 27, 1991     376.55     Feb 26, 1992     415.35
 Sep 4, 1991     389.97     Nov 29, 1991     375.22     Feb 27, 1992     413.86
 Sep 5, 1991     389.14      Dec 2, 1991     381.40     Feb 28, 1992     412.70
 Sep 6, 1991     389.10      Dec 3, 1991     380.96      Mar 2, 1992     412.45
 Sep 9, 1991     388.77      Dec 4, 1991     380.07      Mar 3, 1992     412.85
Sep 10, 1991     384.56      Dec 5, 1991     377.39      Mar 4, 1992     409.33
Sep 11, 1991     385.09      Dec 6, 1991     379.10      Mar 5, 1992     406.51

                                   Appendix B
                                     page 3

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
 Mar 6, 1992     404.44      Jun 3, 1992     414.59     Aug 28, 1992     414.84
 Mar 9, 1992     405.21      Jun 4, 1992     413.26     Aug 31, 1992     414.03
Mar 10, 1992     406.89      Jun 5, 1992     413.48      Sep 1, 1992     416.07
Mar 11, 1992     404.03      Jun 8, 1992     413.36      Sep 2, 1992     417.98
Mar 12, 1992     403.89      Jun 9, 1992     410.06      Sep 3, 1992     419.98
Mar 13, 1992     405.84     Jun 10, 1992     407.25      Sep 4, 1992     417.08
Mar 16, 1992     406.39     Jun 11, 1992     409.05      Sep 8, 1992     414.44
Mar 17, 1992     409.58     Jun 12, 1992     409.76      Sep 9, 1992     416.36
Mar 18, 1992     409.15     Jun 15, 1992     410.29     Sep 10, 1992     419.95
Mar 19, 1992     409.80     Jun 16, 1992     408.32     Sep 11, 1992     419.58
Mar 20, 1992     411.30     Jun 17, 1992     402.26     Sep 14, 1992     425.27
Mar 23, 1992     409.91     Jun 18, 1992     400.96     Sep 15, 1992     419.77
Mar 24, 1992     408.88     Jun 19, 1992     403.67     Sep 16, 1992     419.92
Mar 25, 1992     407.52     Jun 22, 1992     403.40     Sep 17, 1992     419.93
Mar 26, 1992     407.86     Jun 23, 1992     404.04     Sep 18, 1992     422.93
Mar 27, 1992     403.50     Jun 24, 1992     403.83     Sep 21, 1992     422.14
Mar 30, 1992     403.00     Jun 25, 1992     403.12     Sep 22, 1992     417.14
Mar 31, 1992     403.69     Jun 26, 1992     403.45     Sep 23, 1992     417.44
 Apr 1, 1992     404.23     Jun 29, 1992     408.94     Sep 24, 1992     418.47
 Apr 2, 1992     400.50     Jun 30, 1992     408.14     Sep 25, 1992     414.35
 Apr 3, 1992     401.55      Jul 1, 1992     412.88     Sep 28, 1992     416.62
 Apr 6, 1992     405.59      Jul 2, 1992     411.77     Sep 29, 1992     416.80
 Apr 7, 1992     398.06      Jul 6, 1992     413.84     Sep 30, 1992     417.80
 Apr 8, 1992     394.50      Jul 7, 1992     409.16      Oct 1, 1992     416.29
 Apr 9, 1992     400.64      Jul 8, 1992     410.28      Oct 2, 1992     410.47
Apr 10, 1992     404.29      Jul 9, 1992     414.23      Oct 5, 1992     407.57
Apr 13, 1992     406.08     Jul 10, 1992     414.62      Oct 6, 1992     407.18
Apr 14, 1992     412.39     Jul 13, 1992     414.87      Oct 7, 1992     404.25
Apr 15, 1992     416.28     Jul 14, 1992     417.68      Oct 8, 1992     407.75
Apr 16, 1992     416.05     Jul 15, 1992     417.10      Oct 9, 1992     402.66
Apr 20, 1992     410.16     Jul 16, 1992     417.54     Oct 12, 1992     407.44
Apr 21, 1992     410.26     Jul 17, 1992     415.62     Oct 13, 1992     409.30
Apr 22, 1992     409.81     Jul 20, 1992     413.75     Oct 14, 1992     409.37
Apr 23, 1992     411.60     Jul 21, 1992     413.76     Oct 15, 1992     409.60
Apr 24, 1992     409.02     Jul 22, 1992     410.93     Oct 16, 1992     411.73
Apr 27, 1992     408.45     Jul 23, 1992     412.08     Oct 19, 1992     414.98
Apr 28, 1992     409.11     Jul 24, 1992     411.60     Oct 20, 1992     415.48
Apr 29, 1992     412.02     Jul 27, 1992     411.54     Oct 21, 1992     415.67
Apr 30, 1992     414.95     Jul 28, 1992     417.52     Oct 22, 1992     414.90
 May 1, 1992     412.53     Jul 29, 1992     422.23     Oct 23, 1992     414.10
 May 4, 1992     416.91     Jul 30, 1992     423.92     Oct 26, 1992     418.16
 May 5, 1992     416.84     Jul 31, 1992     424.21     Oct 27, 1992     418.49
 May 6, 1992     416.79      Aug 3, 1992     425.09     Oct 28, 1992     420.13
 May 7, 1992     415.85      Aug 4, 1992     424.36     Oct 29, 1992     420.86
 May 8, 1992     416.05      Aug 5, 1992     422.19     Oct 30, 1992     418.68
May 11, 1992     418.49      Aug 6, 1992     420.59      Nov 2, 1992     422.75
May 12, 1992     416.29      Aug 7, 1992     418.88      Nov 3, 1992     419.92
May 13, 1992     416.45     Aug 10, 1992     419.42      Nov 4, 1992     417.11
May 14, 1992     413.14     Aug 11, 1992     418.90      Nov 5, 1992     418.34
May 15, 1992     410.09     Aug 12, 1992     417.78      Nov 6, 1992     417.58
May 18, 1992     412.81     Aug 13, 1992     417.73      Nov 9, 1992     418.59
May 19, 1992     416.37     Aug 14, 1992     419.91     Nov 10, 1992     418.62
May 20, 1992     415.39     Aug 17, 1992     420.74     Nov 11, 1992     422.20
May 21, 1992     412.60     Aug 18, 1992     421.34     Nov 12, 1992     422.87
May 22, 1992     414.02     Aug 19, 1992     418.19     Nov 13, 1992     422.43
May 26, 1992     411.41     Aug 20, 1992     418.26     Nov 16, 1992     420.68
May 27, 1992     412.17     Aug 21, 1992     414.85     Nov 17, 1992     419.27
May 28, 1992     416.74     Aug 24, 1992     410.72     Nov 18, 1992     422.85
May 29, 1992     415.35     Aug 25, 1992     411.61     Nov 19, 1992     423.61
 Jun 1, 1992     417.30     Aug 26, 1992     413.51     Nov 20, 1992     426.65
 Jun 2, 1992     413.50     Aug 27, 1992     413.53     Nov 23, 1992     425.12

                                   Appendix B
                                     page 4

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
Nov 24, 1992     427.59     Feb 23, 1993     434.80     May 20, 1993     450.59
Nov 25, 1992     429.19     Feb 24, 1993     440.87     May 21, 1993     445.84
Nov 27, 1992     430.16     Feb 25, 1993     442.33     May 24, 1993     448.00
Nov 30, 1992     431.35     Feb 26, 1993     443.38     May 25, 1993     448.85
 Dec 1, 1992     430.78      Mar 1, 1993     442.01     May 26, 1993     453.44
 Dec 2, 1992     429.89      Mar 2, 1993     447.90     May 27, 1993     452.42
 Dec 3, 1992     429.91      Mar 3, 1993     449.26     May 28, 1993     450.21
 Dec 4, 1992     432.06      Mar 4, 1993     447.34      Jun 1, 1993     453.83
 Dec 7, 1992     435.31      Mar 5, 1993     446.11      Jun 2, 1993     453.85
 Dec 8, 1992     436.99      Mar 8, 1993     454.71      Jun 3, 1993     452.49
 Dec 9, 1992     435.65      Mar 9, 1993     454.40      Jun 4, 1993     450.06
Dec 10, 1992     434.64     Mar 10, 1993     456.34      Jun 7, 1993     447.69
Dec 11, 1992     433.73     Mar 11, 1993     453.72      Jun 8, 1993     444.71
Dec 14, 1992     432.84     Mar 12, 1993     449.83      Jun 9, 1993     445.78
Dec 15, 1992     432.57     Mar 15, 1993     451.43     Jun 10, 1993     445.38
Dec 16, 1992     431.52     Mar 16, 1993     451.37     Jun 11, 1993     447.30
Dec 17, 1992     435.43     Mar 17, 1993     448.31     Jun 14, 1993     447.71
Dec 18, 1992     441.28     Mar 18, 1993     451.89     Jun 15, 1993     446.27
Dec 21, 1992     440.70     Mar 19, 1993     450.18     Jun 16, 1993     447.43
Dec 22, 1992     440.31     Mar 22, 1993     448.88     Jun 17, 1993     448.54
Dec 23, 1992     439.03     Mar 23, 1993     448.76     Jun 18, 1993     443.68
Dec 24, 1992     439.77     Mar 24, 1993     448.07     Jun 21, 1993     446.22
Dec 28, 1992     439.15     Mar 25, 1993     450.88     Jun 22, 1993     445.93
Dec 29, 1992     437.98     Mar 26, 1993     447.78     Jun 23, 1993     443.19
Dec 30, 1992     438.82     Mar 29, 1993     450.77     Jun 24, 1993     446.62
Dec 31, 1992     435.71     Mar 30, 1993     451.97     Jun 25, 1993     447.60
 Jan 4, 1993     435.38     Mar 31, 1993     451.67     Jun 28, 1993     451.85
 Jan 5, 1993     434.34      Apr 1, 1993     450.30     Jun 29, 1993     450.69
 Jan 6, 1993     434.52      Apr 2, 1993     441.39     Jun 30, 1993     450.53
 Jan 7, 1993     430.73      Apr 5, 1993     442.29      Jul 1, 1993     449.02
 Jan 8, 1993     429.04      Apr 6, 1993     441.16      Jul 2, 1993     445.84
Jan 11, 1993     430.95      Apr 7, 1993     442.73      Jul 6, 1993     441.43
Jan 12, 1993     431.04      Apr 8, 1993     441.84      Jul 7, 1993     442.83
Jan 13, 1993     433.03     Apr 12, 1993     448.37      Jul 8, 1993     448.64
Jan 14, 1993     435.94     Apr 13, 1993     449.22      Jul 9, 1993     448.11
Jan 15, 1993     437.15     Apr 14, 1993     448.66     Jul 12, 1993     448.98
Jan 18, 1993     436.84     Apr 15, 1993     448.40     Jul 13, 1993     448.09
Jan 19, 1993     435.13     Apr 16, 1993     448.94     Jul 14, 1993     450.08
Jan 20, 1993     433.37     Apr 19, 1993     447.46     Jul 15, 1993     449.22
Jan 21, 1993     435.49     Apr 20, 1993     445.10     Jul 16, 1993     445.75
Jan 22, 1993     436.11     Apr 21, 1993     443.63     Jul 19, 1993     446.03
Jan 25, 1993     440.01     Apr 22, 1993     439.46     Jul 20, 1993     447.31
Jan 26, 1993     439.95     Apr 23, 1993     437.03     Jul 21, 1993     447.18
Jan 27, 1993     438.11     Apr 26, 1993     433.54     Jul 22, 1993     444.51
Jan 28, 1993     438.66     Apr 27, 1993     438.01     Jul 23, 1993     447.10
Jan 29, 1993     438.78     Apr 28, 1993     438.02     Jul 26, 1993     449.09
 Feb 1, 1993     442.52     Apr 29, 1993     438.89     Jul 27, 1993     448.24
 Feb 2, 1993     442.55     Apr 30, 1993     440.19     Jul 28, 1993     447.19
 Feb 3, 1993     447.20      May 3, 1993     442.46     Jul 29, 1993     450.24
 Feb 4, 1993     449.56      May 4, 1993     444.05     Jul 30, 1993     448.13
 Feb 5, 1993     448.93      May 5, 1993     444.52      Aug 2, 1993     450.15
 Feb 8, 1993     447.85      May 6, 1993     443.26      Aug 3, 1993     449.27
 Feb 9, 1993     445.33      May 7, 1993     442.31      Aug 4, 1993     448.54
Feb 10, 1993     446.23     May 10, 1993     442.80      Aug 5, 1993     448.13
Feb 11, 1993     447.66     May 11, 1993     444.36      Aug 6, 1993     448.68
Feb 12, 1993     444.58     May 12, 1993     444.80      Aug 9, 1993     450.74
Feb 16, 1993     433.91     May 13, 1993     439.23     Aug 10, 1993     449.45
Feb 17, 1993     433.30     May 14, 1993     439.56     Aug 11, 1993     450.46
Feb 18, 1993     431.90     May 17, 1993     440.37     Aug 12, 1993     448.96
Feb 19, 1993     434.22     May 18, 1993     440.32     Aug 13, 1993     450.14
Feb 22, 1993     435.24     May 19, 1993     447.54     Aug 16, 1993     452.38

                                   Appendix B
                                     page 5

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
Aug 17, 1993     453.13     Nov 11, 1993     462.64      Feb 8, 1994     471.06
Aug 18, 1993     456.04     Nov 12, 1993     465.39      Feb 9, 1994     472.77
Aug 19, 1993     456.43     Nov 15, 1993     463.75     Feb 10, 1994     468.93
Aug 20, 1993     456.16     Nov 16, 1993     466.74     Feb 11, 1994     470.18
Aug 23, 1993     455.23     Nov 17, 1993     464.81     Feb 14, 1994     470.23
Aug 24, 1993     459.77     Nov 18, 1993     463.62     Feb 15, 1994     472.52
Aug 25, 1993     460.13     Nov 19, 1993     462.60     Feb 16, 1994     472.79
Aug 26, 1993     461.04     Nov 22, 1993     459.13     Feb 17, 1994     470.34
Aug 27, 1993     460.54     Nov 23, 1993     461.03     Feb 18, 1994     467.69
Aug 30, 1993     461.90     Nov 24, 1993     462.36     Feb 22, 1994     471.46
Aug 31, 1993     463.56     Nov 26, 1993     463.06     Feb 23, 1994     470.69
 Sep 1, 1993     463.15     Nov 29, 1993     461.90     Feb 24, 1994     464.26
 Sep 2, 1993     461.30     Nov 30, 1993     461.79     Feb 25, 1994     466.07
 Sep 3, 1993     461.34      Dec 1, 1993     461.89     Feb 28, 1994     467.14
 Sep 7, 1993     458.52      Dec 2, 1993     463.11      Mar 1, 1994     464.44
 Sep 8, 1993     456.65      Dec 3, 1993     464.89      Mar 2, 1994     464.81
 Sep 9, 1993     457.50      Dec 6, 1993     466.43      Mar 3, 1994     463.01
Sep 10, 1993     461.72      Dec 7, 1993     466.76      Mar 4, 1994     464.74
Sep 13, 1993     462.06      Dec 8, 1993     466.29      Mar 7, 1994     466.91
Sep 14, 1993     459.90      Dec 9, 1993     464.18      Mar 8, 1994     465.88
Sep 15, 1993     461.60     Dec 10, 1993     463.93      Mar 9, 1994     467.06
Sep 16, 1993     459.43     Dec 13, 1993     465.70     Mar 10, 1994     463.90
Sep 17, 1993     458.83     Dec 14, 1993     463.06     Mar 11, 1994     466.44
Sep 20, 1993     455.05     Dec 15, 1993     461.84     Mar 14, 1994     467.39
Sep 21, 1993     452.95     Dec 16, 1993     463.34     Mar 15, 1994     467.01
Sep 22, 1993     456.20     Dec 17, 1993     466.38     Mar 16, 1994     469.42
Sep 23, 1993     457.74     Dec 20, 1993     465.85     Mar 17, 1994     470.90
Sep 24, 1993     457.63     Dec 21, 1993     465.30     Mar 18, 1994     471.06
Sep 27, 1993     461.80     Dec 22, 1993     467.32     Mar 21, 1994     468.54
Sep 28, 1993     461.53     Dec 23, 1993     467.38     Mar 22, 1994     468.80
Sep 29, 1993     460.11     Dec 27, 1993     470.54     Mar 23, 1994     468.54
Sep 30, 1993     458.93     Dec 28, 1993     470.94     Mar 24, 1994     464.35
 Oct 1, 1993     461.28     Dec 29, 1993     470.58     Mar 25, 1994     460.58
 Oct 4, 1993     461.34     Dec 30, 1993     468.64     Mar 28, 1994     460.00
 Oct 5, 1993     461.20     Dec 31, 1993     466.45     Mar 29, 1994     452.48
 Oct 6, 1993     460.74      Jan 3, 1994     465.44     Mar 30, 1994     445.55
 Oct 7, 1993     459.18      Jan 4, 1994     466.89     Mar 31, 1994     445.77
 Oct 8, 1993     460.31      Jan 5, 1994     467.55      Apr 1, 1994     445.77
Oct 11, 1993     460.88      Jan 6, 1994     467.12      Apr 4, 1994     438.92
Oct 12, 1993     461.12      Jan 7, 1994     469.9       Apr 5, 1994     448.29
Oct 13, 1993     461.49     Jan 10, 1994     475.27      Apr 6, 1994     448.05
Oct 14, 1993     466.83     Jan 11, 1994     474.13      Apr 7, 1994     450.88
Oct 15, 1993     469.50     Jan 12, 1994     474.17      Apr 8, 1994     447.10
Oct 18, 1993     468.45     Jan 13, 1994     472.47     Apr 11, 1994     449.87
Oct 19, 1993     466.21     Jan 14, 1994     474.91     Apr 12, 1994     447.57
Oct 20, 1993     466.07     Jan 17, 1994     473.3      Apr 13, 1994     446.26
Oct 21, 1993     465.36     Jan 18, 1994     474.25     Apr 14, 1994     446.38
Oct 22, 1993     463.27     Jan 19, 1994     474.3      Apr 15, 1994     446.18
Oct 25, 1993     464.20     Jan 20, 1994     474.98     Apr 18, 1994     442.46
Oct 26, 1993     464.30     Jan 21, 1994     474.73     Apr 19, 1994     442.54
Oct 27, 1993     464.61     Jan 24, 1994     471.97     Apr 20, 1994     441.96
Oct 28, 1993     467.73     Jan 25, 1994     470.92     Apr 21, 1994     448.73
Oct 29, 1993     467.83     Jan 26, 1994     473.2      Apr 22, 1994     447.63
 Nov 1, 1993     469.10     Jan 27, 1994     477.05     Apr 25, 1994     452.71
 Nov 2, 1993     468.44     Jan 28, 1994     478.7      Apr 26, 1994     451.87
 Nov 3, 1993     463.02     Jan 31, 1994     481.61     Apr 28, 1994     449.10
 Nov 4, 1993     457.49      Feb 1, 1994     479.62     Apr 29, 1994     450.91
 Nov 5, 1993     459.57      Feb 2, 1994     482.00      May 2, 1994     453.02
 Nov 8, 1993     460.21      Feb 3, 1994     480.71      May 3, 1994     453.03
 Nov 9, 1993     460.33      Feb 4, 1994     469.81      May 4, 1994     451.72
Nov 10, 1993     463.72      Feb 7, 1994     471.76      May 5, 1994     451.38

                                   Appendix B
                                     page 6

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
 May 6, 1994     447.82      Aug 2, 1994     460.56     Oct 27, 1994     465.85
 May 9, 1994     442.32      Aug 3, 1994     461.46     Oct 28, 1994     473.77
May 10, 1994     446.01      Aug 4, 1994     458.40     Oct 31, 1994     472.35
May 11, 1994     441.49      Aug 5, 1994     457.09      Nov 1, 1994     468.42
May 12, 1994     443.75      Aug 8, 1994     457.89      Nov 2, 1994     466.51
May 13, 1994     444.14      Aug 9, 1994     457.92      Nov 3, 1994     467.91
May 16, 1994     444.49     Aug 10, 1994     460.30      Nov 4, 1994     462.28
May 17, 1994     449.37     Aug 11, 1994     458.88      Nov 7, 1994     463.06
May 18, 1994     453.69     Aug 12, 1994     461.95      Nov 8, 1994     465.65
May 19, 1994     456.48     Aug 15, 1994     461.23      Nov 9, 1994     465.42
May 20, 1994     454.92     Aug 16, 1994     465.01     Nov 10, 1994     464.35
May 23, 1994     453.20     Aug 17, 1994     465.17     Nov 11, 1994     462.35
May 24, 1994     454.81     Aug 18, 1994     463.17     Nov 14, 1994     466.04
May 25, 1994     456.34     Aug 19, 1994     463.68     Nov 15, 1994     465.03
May 26, 1994     457.06     Aug 22, 1994     462.31     Nov 16, 1994     465.62
May 27, 1994     457.33     Aug 23, 1994     464.51     Nov 17, 1994     463.57
May 31, 1994     456.50     Aug 24, 1994     469.03     Nov 18, 1994     461.47
 Jun 1, 1994     457.63     Aug 25, 1994     468.08     Nov 21, 1994     458.29
 Jun 2, 1994     457.65     Aug 26, 1994     473.80     Nov 22, 1994     450.08
 Jun 3, 1994     460.13     Aug 29, 1994     474.59     Nov 23, 1994     449.93
 Jun 6, 1994     458.88     Aug 30, 1994     476.09     Nov 25, 1994     452.29
 Jun 7, 1994     458.21     Aug 31, 1994     475.50     Nov 28, 1994     454.16
 Jun 8, 1994     457.06      Sep 1, 1994     473.17     Nov 29, 1994     455.17
 Jun 9, 1994     457.86      Sep 2, 1994     470.99     Nov 30, 1994     453.69
Jun 10, 1994     458.67      Sep 6, 1994     471.86      Dec 1, 1994     448.92
Jun 13, 1994     459.10      Sep 7, 1994     470.99      Dec 2, 1994     453.30
Jun 14, 1994     462.37      Sep 8, 1994     473.14      Dec 5, 1994     453.33
Jun 15, 1994     460.61      Sep 9, 1994     468.18      Dec 6, 1994     453.11
Jun 16, 1994     461.93     Sep 12, 1994     466.21      Dec 7, 1994     451.23
Jun 17, 1994     458.45     Sep 13, 1994     467.52      Dec 8, 1994     445.45
Jun 20, 1994     455.48     Sep 14, 1994     468.80      Dec 9, 1994     446.97
Jun 21, 1994     451.34     Sep 15, 1994     474.81     Dec 12, 1994     449.47
Jun 22, 1994     453.09     Sep 16, 1994     471.19     Dec 13, 1994     450.15
Jun 23, 1994     449.63     Sep 19, 1994     470.85     Dec 14, 1994     454.97
Jun 24, 1994     442.80     Sep 20, 1994     463.36     Dec 15, 1994     455.35
Jun 27, 1994     447.31     Sep 21, 1994     461.46     Dec 16, 1994     458.80
Jun 28, 1994     446.07     Sep 22, 1994     461.27     Dec 19, 1994     457.91
Jun 29, 1994     447.63     Sep 23, 1994     459.67     Dec 20, 1994     457.10
Jun 30, 1994     444.27     Sep 26, 1994     460.82     Dec 21, 1994     459.61
 Jul 1, 1994     446.20     Sep 27, 1994     462.05     Dec 22, 1994     459.68
 Jul 4, 1994     446.20     Sep 28, 1994     464.81     Dec 23, 1994     459.83
 Jul 5, 1994     446.37     Sep 29, 1994     462.23     Dec 27, 1994     462.47
 Jul 6, 1994     446.13     Sep 30, 1994     462.71     Dec 28, 1994     460.86
 Jul 7, 1994     448.38      Oct 3, 1994     461.74     Dec 29, 1994     461.17
 Jul 8, 1994     449.55      Oct 4, 1994     454.59     Dec 30, 1994     459.27
Jul 11, 1994     448.06      Oct 5, 1994     453.52      Jan 3, 1995     459.11
Jul 12, 1994     447.95      Oct 6, 1994     452.36      Jan 4, 1995     460.71
Jul 13, 1994     448.73      Oct 7, 1994     455.10      Jan 5, 1995     460.34
Jul 14, 1994     453.41     Oct 10, 1994     459.04      Jan 6, 1995     460.68
Jul 15, 1994     454.16     Oct 11, 1994     465.79      Jan 9, 1995     460.83
Jul 18, 1994     455.22     Oct 12, 1994     465.47     Jan 10, 1995     461.68
Jul 19, 1994     453.86     Oct 13, 1994     467.79     Jan 11, 1995     461.67
Jul 20, 1994     451.60     Oct 14, 1994     469.10     Jan 12, 1995     461.64
Jul 21, 1994     452.61     Oct 17, 1994     468.96     Jan 13, 1995     465.97
Jul 22, 1994     453.11     Oct 18, 1994     467.66     Jan 16, 1995     469.38
Jul 25, 1994     454.25     Oct 19, 1994     470.28     Jan 17, 1995     470.05
Jul 26, 1994     453.36     Oct 20, 1994     466.85     Jan 18, 1995     469.71
Jul 27, 1994     452.57     Oct 21, 1994     464.89     Jan 19, 1995     466.95
Jul 28, 1994     454.24     Oct 24, 1994     460.83     Jan 20, 1995     464.78
Jul 29, 1994     458.25     Oct 25, 1994     461.52     Jan 23, 1995     465.82
 Aug 1, 1994     461.01     Oct 26, 1994     462.61     Jan 24, 1995     465.86

                                   Appendix B
                                     page 7

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
Jan 25, 1995     467.44     Apr 24, 1995     512.89     Jul 20, 1995     553.54
Jan 26, 1995     468.32     Apr 25, 1995     512.10     Jul 21, 1995     553.62
Jan 27, 1995     470.39     Apr 26, 1995     512.66     Jul 24, 1995     556.63
Jan 30, 1995     468.51     Apr 27, 1995     513.55     Jul 25, 1995     561.10
Jan 31, 1995     470.42     Apr 28, 1995     514.71     Jul 26, 1995     561.61
 Feb 1, 1995     470.40      May 1, 1995     514.26     Jul 27, 1995     565.22
 Feb 2, 1995     472.79      May 2, 1995     514.86     Jul 28, 1995     562.93
 Feb 3, 1995     478.65      May 3, 1995     520.48     Jul 31, 1995     562.06
 Feb 6, 1995     481.14      May 4, 1995     520.54      Aug 1, 1995     559.64
 Feb 7, 1995     480.81      May 5, 1995     520.12      Aug 2, 1995     558.80
 Feb 8, 1995     481.19      May 8, 1995     523.96      Aug 3, 1995     558.75
 Feb 9, 1995     480.19      May 9, 1995     523.56      Aug 4, 1995     558.94
Feb 10, 1995     481.46     May 10, 1995     524.36      Aug 7, 1995     560.03
Feb 13, 1995     481.65     May 11, 1995     524.37      Aug 8, 1995     560.39
Feb 14, 1995     482.55     May 12, 1995     525.55      Aug 9, 1995     559.71
Feb 15, 1995     484.54     May 15, 1995     527.74     Aug 10, 1995     557.45
Feb 16, 1995     485.22     May 16, 1995     528.19     Aug 11, 1995     555.11
Feb 17, 1995     481.97     May 17, 1995     527.07     Aug 14, 1995     559.74
Feb 21, 1995     482.72     May 18, 1995     519.58     Aug 15, 1995     558.57
Feb 22, 1995     485.07     May 19, 1995     519.19     Aug 16, 1995     559.97
Feb 23, 1995     486.91     May 22, 1995     523.65     Aug 17, 1995     559.04
Feb 24, 1995     488.26     May 23, 1995     528.59     Aug 18, 1995     559.21
Feb 27, 1995     483.96     May 24, 1995     528.61     Aug 21, 1995     558.11
Feb 28, 1995     487.39     May 25, 1995     528.59     Aug 22, 1995     559.52
 Mar 1, 1995     485.65     May 26, 1995     523.65     Aug 23, 1995     557.14
 Mar 2, 1995     485.13     May 30, 1995     523.58     Aug 24, 1995     557.46
 Mar 3, 1995     485.42     May 31, 1995     533.40     Aug 25, 1995     560.10
 Mar 6, 1995     485.63      Jun 1, 1995     533.49     Aug 28, 1995     559.05
 Mar 7, 1995     482.12      Jun 2, 1995     532.51     Aug 29, 1995     560.00
 Mar 8, 1995     483.14      Jun 5, 1995     535.60     Aug 30, 1995     560.92
 Mar 9, 1995     483.16      Jun 6, 1995     535.55     Aug 31, 1995     561.88
Mar 10, 1995     489.57      Jun 7, 1995     533.13      Sep 1, 1995     563.84
Mar 13, 1995     490.05      Jun 8, 1995     532.35      Sep 5, 1995     569.17
Mar 14, 1995     492.89      Jun 9, 1995     527.94      Sep 6, 1995     570.17
Mar 15, 1995     491.88     Jun 12, 1995     530.88      Sep 7, 1995     570.29
Mar 16, 1995     495.41     Jun 13, 1995     536.05      Sep 8, 1995     572.68
Mar 17, 1995     495.52     Jun 14, 1995     536.47     Sep 11, 1995     573.91
Mar 20, 1995     496.14     Jun 15, 1995     537.12     Sep 12, 1995     576.51
Mar 21, 1995     495.07     Jun 16, 1995     539.83     Sep 13, 1995     578.77
Mar 22, 1995     495.67     Jun 19, 1995     545.22     Sep 14, 1995     583.61
Mar 23, 1995     495.95     Jun 20, 1995     544.98     Sep 15, 1995     583.35
Mar 24, 1995     500.97     Jun 21, 1995     543.98     Sep 18, 1995     582.77
Mar 27, 1995     503.20     Jun 22, 1995     551.07     Sep 19, 1995     584.20
Mar 28, 1995     503.90     Jun 23, 1995     549.71     Sep 20, 1995     586.77
Mar 29, 1995     503.12     Jun 26, 1995     544.13     Sep 21, 1995     583.00
Mar 30, 1995     502.22     Jun 27, 1995     542.43     Sep 22, 1995     581.73
Mar 31, 1995     500.71     Jun 28, 1995     544.73     Sep 25, 1995     581.81
 Apr 3, 1995     501.85     Jun 29, 1995     543.87     Sep 26, 1995     581.41
 Apr 4, 1995     505.24     Jun 30, 1995     544.75     Sep 27, 1995     581.04
 Apr 5, 1995     505.57      Jul 3, 1995     547.09     Sep 28, 1995     585.87
 Apr 6, 1995     506.08      Jul 5, 1995     547.26     Sep 29, 1995     584.41
 Apr 7, 1995     506.42      Jul 6, 1995     553.99      Oct 2, 1995     581.72
Apr 10, 1995     507.01      Jul 7, 1995     556.37      Oct 3, 1995     582.34
Apr 11, 1995     505.53     Jul 10, 1995     557.19      Oct 4, 1995     581.47
Apr 12, 1995     507.17     Jul 11, 1995     554.78      Oct 5, 1995     582.63
Apr 13, 1995     509.23     Jul 12, 1995     560.89      Oct 6, 1995     582.49
Apr 17, 1995     506.13     Jul 13, 1995     561.00      Oct 9, 1995     578.37
Apr 18, 1995     505.37     Jul 14, 1995     559.89     Oct 10, 1995     577.52
Apr 19, 1995     504.92     Jul 17, 1995     562.72     Oct 11, 1995     579.46
Apr 20, 1995     505.29     Jul 18, 1995     558.46     Oct 12, 1995     583.10
Apr 21, 1995     508.49     Jul 19, 1995     550.98     Oct 13, 1995     584.50

                                   Appendix B
                                     page 8

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
Oct 16, 1995     583.03     Jan 12, 1996     601.81     Apr 10, 1996     633.50
Oct 17, 1995     586.78     Jan 15, 1996     599.82     Apr 11, 1996     631.18
Oct 18, 1995     587.44     Jan 16, 1996     608.44     Apr 12, 1996     636.71
Oct 19, 1995     590.65     Jan 17, 1996     606.37     Apr 15, 1996     642.49
Oct 20, 1995     587.46     Jan 18, 1996     608.24     Apr 16, 1996     645.00
Oct 23, 1995     585.06     Jan 19, 1996     611.83     Apr 17, 1996     641.61
Oct 24, 1995     586.56     Jan 22, 1996     613.40     Apr 18, 1996     643.61
Oct 25, 1995     582.47     Jan 23, 1996     612.79     Apr 19, 1996     645.07
Oct 26, 1995     576.72     Jan 24, 1996     619.96     Apr 22, 1996     647.89
Oct 27, 1995     579.70     Jan 25, 1996     617.03     Apr 23, 1996     651.58
Oct 30, 1995     583.25     Jan 26, 1996     621.62     Apr 24, 1996     650.17
Oct 31, 1995     581.50     Jan 29, 1996     624.22     Apr 25, 1996     652.87
 Nov 1, 1995     584.22     Jan 30, 1996     630.15     Apr 26, 1996     653.46
 Nov 2, 1995     589.72     Jan 31, 1996     636.02     Apr 29, 1996     654.16
 Nov 3, 1995     590.57      Feb 1, 1996     638.46     Apr 30, 1996     654.17
 Nov 6, 1995     588.46      Feb 2, 1996     635.85      May 1, 1996     654.58
 Nov 7, 1995     586.32      Feb 5, 1996     641.43      May 2, 1996     643.38
 Nov 8, 1995     591.71      Feb 6, 1996     646.33      May 3, 1996     641.63
 Nov 9, 1995     593.26      Feb 7, 1996     649.93      May 6, 1996     640.81
Nov 10, 1995     592.72      Feb 8, 1996     656.07      May 7, 1996     638.26
Nov 13, 1995     592.30      Feb 9, 1996     656.37      May 8, 1996     644.78
Nov 14, 1995     589.29     Feb 12, 1996     661.45      May 9, 1996     645.44
Nov 15, 1995     593.96     Feb 13, 1996     660.51     May 10, 1996     652.09
Nov 16, 1995     597.34     Feb 14, 1996     655.58     May 13, 1996     661.51
Nov 17, 1995     600.07     Feb 15, 1996     651.32     May 14, 1996     665.60
Nov 20, 1995     596.85     Feb 16, 1996     647.98     May 15, 1996     665.42
Nov 21, 1995     600.24     Feb 20, 1996     640.65     May 16, 1996     664.85
Nov 22, 1995     598.40     Feb 21, 1996     648.10     May 17, 1996     668.91
Nov 24, 1995     599.97     Feb 22, 1996     658.86     May 20, 1996     673.15
Nov 27, 1995     601.32     Feb 23, 1996     659.08     May 21, 1996     672.76
Nov 28, 1995     606.45     Feb 26, 1996     650.46     May 22, 1996     678.42
Nov 29, 1995     607.64     Feb 27, 1996     647.24     May 23, 1996     676.00
Nov 30, 1995     605.37     Feb 28, 1996     644.75     May 24, 1996     678.51
 Dec 1, 1995     606.98     Feb 29, 1996     640.43     May 28, 1996     672.23
 Dec 4, 1995     613.68      Mar 1, 1996     644.37     May 29, 1996     667.93
 Dec 5, 1995     617.68      Mar 4, 1996     650.81     May 30, 1996     671.70
 Dec 6, 1995     620.18      Mar 5, 1996     655.79     May 31, 1996     669.12
 Dec 7, 1995     616.17      Mar 6, 1996     652.00      Jun 3, 1996     667.68
 Dec 8, 1995     617.48      Mar 7, 1996     653.65      Jun 4, 1996     672.56
Dec 11, 1995     619.52      Mar 8, 1996     633.50      Jun 5, 1996     678.44
Dec 12, 1995     618.78     Mar 11, 1996     640.02      Jun 6, 1996     673.03
Dec 13, 1995     621.69     Mar 12, 1996     637.09      Jun 7, 1996     673.31
Dec 14, 1995     616.92     Mar 13, 1996     638.55     Jun 10, 1996     672.16
Dec 15, 1995     616.34     Mar 14, 1996     640.87     Jun 11, 1996     670.97
Dec 18, 1995     606.81     Mar 15, 1996     641.43     Jun 12, 1996     669.04
Dec 19, 1995     611.93     Mar 18, 1996     652.65     Jun 13, 1996     667.92
Dec 20, 1995     605.94     Mar 19, 1996     651.69     Jun 14, 1996     665.85
Dec 21, 1995     610.49     Mar 20, 1996     649.98     Jun 17, 1996     665.16
Dec 22, 1995     611.95     Mar 21, 1996     649.19     Jun 18, 1996     662.06
Dec 26, 1995     614.30     Mar 22, 1996     650.62     Jun 19, 1996     661.96
Dec 27, 1995     614.53     Mar 25, 1996     650.04     Jun 20, 1996     662.10
Dec 28, 1995     614.12     Mar 26, 1996     652.97     Jun 21, 1996     666.84
Dec 29, 1995     615.93     Mar 27, 1996     648.91     Jun 24, 1996     668.85
 Jan 2, 1996     620.73     Mar 28, 1996     648.94     Jun 25, 1996     668.48
 Jan 3, 1996     621.32     Mar 29, 1996     645.50     Jun 26, 1996     664.39
 Jan 4, 1996     617.70      Apr 1, 1996     653.73     Jun 27, 1996     668.55
 Jan 5, 1996     616.72      Apr 2, 1996     655.26     Jun 28, 1996     670.63
 Jan 8, 1996     618.46      Apr 3, 1996     655.88      Jul 1, 1996     675.88
 Jan 9, 1996     609.45      Apr 4, 1996     655.86      Jul 2, 1996     673.61
Jan 10, 1996     598.48      Apr 8, 1996     644.24      Jul 3, 1996     672.40
Jan 11, 1996     602.69      Apr 9, 1996     642.19      Jul 5, 1996     657.44

                                   Appendix B
                                     page 9

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
 Jul 8, 1996     652.54      Oct 2, 1996     694.01     Dec 30, 1996     753.85
 Jul 9, 1996     654.75      Oct 3, 1996     692.78     Dec 31, 1996     740.74
Jul 10, 1996     656.06      Oct 4, 1996     701.46      Jan 2, 1997     737.01
Jul 11, 1996     645.67      Oct 7, 1996     703.38      Jan 3, 1997     748.03
Jul 12, 1996     646.19      Oct 8, 1996     700.64      Jan 6, 1997     747.65
Jul 15, 1996     629.80      Oct 9, 1996     696.74      Jan 7, 1997     753.23
Jul 16, 1996     628.37     Oct 10, 1996     694.61      Jan 8, 1997     748.41
Jul 17, 1996     634.07     Oct 11, 1996     700.66      Jan 9, 1997     754.85
Jul 18, 1996     643.56     Oct 14, 1996     703.54     Jan 10, 1997     759.50
Jul 19, 1996     638.73     Oct 15, 1996     702.57     Jan 13, 1997     759.51
Jul 22, 1996     633.77     Oct 16, 1996     704.41     Jan 14, 1997     768.86
Jul 23, 1996     626.87     Oct 17, 1996     706.99     Jan 15, 1997     767.20
Jul 24, 1996     626.65     Oct 18, 1996     710.82     Jan 16, 1997     769.75
Jul 25, 1996     631.17     Oct 21, 1996     709.85     Jan 17, 1997     776.17
Jul 26, 1996     635.90     Oct 22, 1996     706.57     Jan 20, 1997     776.70
Jul 29, 1996     630.91     Oct 23, 1996     707.27     Jan 21, 1997     782.72
Jul 30, 1996     635.26     Oct 24, 1996     702.29     Jan 22, 1997     786.23
Jul 31, 1996     639.95     Oct 25, 1996     700.92     Jan 23, 1997     777.56
 Aug 1, 1996     650.02     Oct 28, 1996     697.26     Jan 24, 1997     770.52
 Aug 2, 1996     662.49     Oct 29, 1996     701.50     Jan 27, 1997     765.02
 Aug 5, 1996     660.23     Oct 30, 1996     700.90     Jan 28, 1997     765.02
 Aug 6, 1996     662.38     Oct 31, 1996     705.27     Jan 29, 1997     772.50
 Aug 7, 1996     664.16      Nov 1, 1996     703.77     Jan 30, 1997     784.17
 Aug 8, 1996     662.59      Nov 4, 1996     706.73     Jan 31, 1997     786.16
 Aug 9, 1996     662.10      Nov 5, 1996     714.14      Feb 3, 1997     786.73
Aug 12, 1996     665.77      Nov 6, 1996     724.59      Feb 4, 1997     789.26
Aug 13, 1996     660.20      Nov 7, 1996     727.65      Feb 5, 1997     778.28
Aug 14, 1996     662.05      Nov 8, 1996     730.82      Feb 6, 1997     780.15
Aug 15, 1996     662.28     Nov 11, 1996     731.87      Feb 7, 1997     789.56
Aug 16, 1996     665.21     Nov 12, 1996     729.56     Feb 10, 1997     785.43
Aug 19, 1996     666.58     Nov 13, 1996     731.13     Feb 11, 1997     789.59
Aug 20, 1996     665.69     Nov 14, 1996     735.88     Feb 12, 1997     802.77
Aug 21, 1996     665.07     Nov 15, 1996     737.62     Feb 13, 1997     811.82
Aug 22, 1996     670.68     Nov 18, 1996     737.02     Feb 14, 1997     808.48
Aug 23, 1996     667.03     Nov 19, 1996     742.16     Feb 18, 1997     816.29
Aug 26, 1996     663.88     Nov 20, 1996     743.95     Feb 19, 1997     812.49
Aug 27, 1996     666.40     Nov 21, 1996     742.75     Feb 20, 1997     802.80
Aug 28, 1996     664.81     Nov 22, 1996     748.73     Feb 21, 1997     801.77
Aug 29, 1996     657.40     Nov 25, 1996     757.03     Feb 24, 1997     810.28
Aug 30, 1996     651.99     Nov 26, 1996     755.96     Feb 25, 1997     812.03
 Sep 3, 1996     654.72     Nov 27, 1996     755.00     Feb 26, 1997     805.68
 Sep 4, 1996     655.61     Nov 29, 1996     757.02     Feb 27, 1997     795.07
 Sep 5, 1996     649.44      Dec 2, 1996     756.56     Feb 28, 1997     790.82
 Sep 6, 1996     655.68      Dec 3, 1996     748.28      Mar 3, 1997     795.31
 Sep 9, 1996     663.76      Dec 4, 1996     745.10      Mar 4, 1997     790.95
Sep 10, 1996     663.81      Dec 5, 1996     744.38      Mar 5, 1997     801.99
Sep 11, 1996     667.28      Dec 6, 1996     739.60      Mar 6, 1997     798.56
Sep 12, 1996     671.13      Dec 9, 1996     749.76      Mar 7, 1997     804.97
Sep 13, 1996     680.54     Dec 10, 1996     747.54     Mar 10, 1997     813.65
Sep 16, 1996     683.98     Dec 11, 1996     740.73     Mar 11, 1997     811.34
Sep 17, 1996     682.94     Dec 12, 1996     729.30     Mar 12, 1997     804.26
Sep 18, 1996     681.47     Dec 13, 1996     728.64     Mar 13, 1997     789.56
Sep 19, 1996     683.00     Dec 16, 1996     720.98     Mar 14, 1997     793.17
Sep 20, 1996     687.02     Dec 17, 1996     726.04     Mar 17, 1997     795.71
Sep 23, 1996     686.48     Dec 18, 1996     731.54     Mar 18, 1997     789.66
Sep 24, 1996     685.61     Dec 19, 1996     745.76     Mar 19, 1997     785.77
Sep 25, 1996     685.83     Dec 20, 1996     748.87     Mar 20, 1997     782.65
Sep 26, 1996     685.86     Dec 23, 1996     746.92     Mar 21, 1997     784.10
Sep 27, 1996     686.19     Dec 24, 1996     751.03     Mar 24, 1997     790.89
Sep 30, 1996     687.33     Dec 26, 1996     755.82     Mar 25, 1997     789.07
 Oct 1, 1996     689.08     Dec 27, 1996     756.79     Mar 26, 1997     790.50

                                   Appendix B
                                     page 10

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500             Date     S&P500
------------     ------     ------------     ------     ------------     ------
Mar 27, 1997     773.88     Jun 24, 1997     896.34     Sep 19, 1997     950.51
Mar 31, 1997     757.12     Jun 25, 1997     888.99     Sep 22, 1997     955.43
 Apr 1, 1997     759.64     Jun 26, 1997     883.68     Sep 23, 1997     951.93
 Apr 2, 1997     750.11     Jun 27, 1997     887.30     Sep 24, 1997     944.48
 Apr 3, 1997     750.32     Jun 30, 1997     885.14     Sep 25, 1997     937.91
 Apr 4, 1997     757.90      Jul 1, 1997     891.03     Sep 26, 1997     945.22
 Apr 7, 1997     762.13      Jul 2, 1997     904.03     Sep 29, 1997     953.34
 Apr 8, 1997     766.12      Jul 3, 1997     916.92     Sep 30, 1997     947.28
 Apr 9, 1997     760.60      Jul 7, 1997     912.20      Oct 1, 1997     955.41
Apr 10, 1997     758.34      Jul 8, 1997     918.75      Oct 2, 1997     960.46
Apr 11, 1997     737.65      Jul 9, 1997     907.54      Oct 3, 1997     965.03
Apr 14, 1997     743.73     Jul 10, 1997     913.78      Oct 6, 1997     972.69
Apr 15, 1997     754.72     Jul 11, 1997     916.68      Oct 7, 1997     983.12
Apr 16, 1997     763.53     Jul 14, 1997     918.38      Oct 8, 1997     973.84
Apr 17, 1997     761.77     Jul 15, 1997     925.76      Oct 9, 1997     970.62
Apr 18, 1997     766.34     Jul 16, 1997     936.59     Oct 10, 1997     966.98
Apr 21, 1997     760.37     Jul 17, 1997     931.61     Oct 13, 1997     968.10
Apr 22, 1997     774.61     Jul 18, 1997     915.30     Oct 14, 1997     970.28
Apr 23, 1997     773.64     Jul 21, 1997     912.94     Oct 15, 1997     965.72
Apr 24, 1997     771.18     Jul 22, 1997     933.98     Oct 16, 1997     955.23
Apr 25, 1997     765.37     Jul 23, 1997     936.56     Oct 17, 1997     944.16
Apr 28, 1997     772.96     Jul 24, 1997     940.28     Oct 20, 1997     955.61
Apr 29, 1997     794.05     Jul 25, 1997     938.79     Oct 21, 1997     972.28
Apr 30, 1997     801.34     Jul 28, 1997     936.45     Oct 22, 1997     968.49
 May 1, 1997     798.53     Jul 29, 1997     942.29     Oct 23, 1997     950.69
 May 2, 1997     812.97     Jul 30, 1997     952.29     Oct 24, 1997     941.64
 May 5, 1997     830.29     Jul 31, 1997     954.31     Oct 27, 1997     876.99
 May 6, 1997     827.76      Aug 1, 1997     947.14     Oct 28, 1997     921.85
 May 7, 1997     815.62      Aug 4, 1997     950.30     Oct 29, 1997     919.16
 May 8, 1997     820.26      Aug 5, 1997     952.37     Oct 30, 1997     903.68
 May 9, 1997     824.78      Aug 6, 1997     960.32     Oct 31, 1997     914.62
May 12, 1997     837.66      Aug 7, 1997     951.19      Nov 3, 1997     938.99
May 13, 1997     833.13      Aug 8, 1997     933.54      Nov 4, 1997     940.76
May 14, 1997     836.04     Aug 11, 1997     937.00      Nov 5, 1997     942.76
May 15, 1997     841.88     Aug 12, 1997     926.53      Nov 6, 1997     938.03
May 16, 1997     829.75     Aug 13, 1997     922.02      Nov 7, 1997     927.51
May 19, 1997     833.27     Aug 14, 1997     924.77     Nov 10, 1997     921.13
May 20, 1997     841.66     Aug 15, 1997     900.81     Nov 11, 1997     923.78
May 21, 1997     839.35     Aug 18, 1997     912.49     Nov 12, 1997     905.96
May 22, 1997     835.66     Aug 19, 1997     926.01     Nov 13, 1997     916.66
May 23, 1997     847.03     Aug 20, 1997     939.35     Nov 14, 1997     928.35
May 27, 1997     849.71     Aug 21, 1997     925.05     Nov 17, 1997     946.20
May 28, 1997     847.21     Aug 22, 1997     923.54     Nov 18, 1997     938.23
May 29, 1997     844.08     Aug 25, 1997     920.16     Nov 19, 1997     944.59
May 30, 1997     848.28     Aug 26, 1997     913.02     Nov 20, 1997     958.98
 Jun 2, 1997     846.36     Aug 27, 1997     913.70     Nov 21, 1997     963.09
 Jun 3, 1997     845.48     Aug 28, 1997     903.67     Nov 24, 1997     946.67
 Jun 4, 1997     840.11     Aug 29, 1997     899.47     Nov 25, 1997     950.82
 Jun 5, 1997     843.43      Sep 2, 1997     927.58     Nov 26, 1997     951.64
 Jun 6, 1997     858.01      Sep 3, 1997     927.86     Nov 28, 1997     955.40
 Jun 9, 1997     862.91      Sep 4, 1997     930.87      Dec 1, 1997     974.77
Jun 10, 1997     865.27      Sep 5, 1997     929.05      Dec 2, 1997     971.68
Jun 11, 1997     869.57      Sep 8, 1997     931.20      Dec 3, 1997     976.77
Jun 12, 1997     883.46      Sep 9, 1997     933.62      Dec 4, 1997     973.10
Jun 13, 1997     893.27     Sep 10, 1997     919.03      Dec 5, 1997     983.79
Jun 16, 1997     893.90     Sep 11, 1997     912.59      Dec 8, 1997     982.37
Jun 17, 1997     894.43     Sep 12, 1997     923.91      Dec 9, 1997     975.78
Jun 18, 1997     889.10     Sep 15, 1997     919.77     Dec 10, 1997     969.79
Jun 19, 1997     897.99     Sep 16, 1997     945.64     Dec 11, 1997     954.94
Jun 20, 1997     898.70     Sep 17, 1997     943.00     Dec 12, 1997     953.39
Jun 23, 1997     878.62     Sep 18, 1997     947.29     Dec 15, 1997     963.39

                                   Appendix B
                                     page 11

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date    S&P500             Date     S&P500             Date      S&P500
------------   --------     ------------   --------     ------------    --------
Dec 16, 1997     968.04     Mar 17, 1998   1,080.45     Jun 12, 1998    1,098.84
Dec 17, 1997     965.54     Mar 18, 1998   1,085.52     Jun 15, 1998    1,077.01
Dec 18, 1997     955.30     Mar 19, 1998   1,089.74     Jun 16, 1998    1,087.59
Dec 19, 1997     946.78     Mar 20, 1998   1,099.16     Jun 17, 1998    1,107.11
Dec 22, 1997     953.70     Mar 23, 1998   1,095.55     Jun 18, 1998    1,106.37
Dec 23, 1997     939.13     Mar 24, 1998   1,105.65     Jun 19, 1998    1,100.65
Dec 24, 1997     932.70     Mar 25, 1998   1,101.93     Jun 22, 1998    1,103.24
Dec 26, 1997     936.46     Mar 26, 1998   1,100.80     Jun 23, 1998    1,119.49
Dec 29, 1997     953.35     Mar 27, 1998   1,095.44     Jun 24, 1998    1,132.88
Dec 30, 1997     970.84     Mar 30, 1998   1,093.55     Jun 25, 1998    1,129.28
Dec 31, 1997     970.43     Mar 31, 1998   1,101.75     Jun 26, 1998    1,133.20
 Jan 2, 1998     975.04      Apr 1, 1998   1,108.15     Jun 29, 1998    1,138.49
 Jan 5, 1998     977.07      Apr 2, 1998   1,120.01     Jun 30, 1998    1,133.84
 Jan 6, 1998     966.58      Apr 3, 1998   1,122.70      Jul 1, 1998    1,148.56
 Jan 7, 1998     964.00      Apr 6, 1998   1,121.39      Jul 2, 1998    1,146.42
 Jan 8, 1998     956.05      Apr 7, 1998   1,109.55      Jul 6, 1998    1,157.31
 Jan 9, 1998     927.69      Apr 8, 1998   1,101.65      Jul 7, 1998    1,154.66
Jan 12, 1998     939.21     Apr 9, 1998    1,110.67      Jul 8, 1998    1,166.37
Jan 13, 1998     952.12     Apr 13, 1998   1,109.69      Jul 9, 1998    1,158.56
Jan 14, 1998     957.94     Apr 14, 1998   1,115.75     Jul 10, 1998    1,164.33
Jan 15, 1998     950.73     Apr 15, 1998   1,119.32     Jul 13, 1998    1,165.19
Jan 16, 1998     961.51     Apr 16, 1998   1,108.17     Jul 14, 1998    1,177.58
Jan 20, 1998     978.60     Apr 17, 1998   1,122.72     Jul 15, 1998    1,174.81
Jan 21, 1998     970.81     Apr 20, 1998   1,123.65     Jul 16, 1998    1,183.99
Jan 22, 1998     963.04     Apr 21, 1998   1,126.67     Jul 17, 1998    1,186.75
Jan 23, 1998     957.59     Apr 22, 1998   1,130.54     Jul 20, 1998    1,184.10
Jan 26, 1998     956.95     Apr 23, 1998   1,119.58     Jul 21, 1998    1,165.07
Jan 27, 1998     969.02     Apr 24, 1998   1,107.90     Jul 22, 1998    1,164.08
Jan 28, 1998     977.46     Apr 27, 1998   1,086.54     Jul 23, 1998    1,139.75
Jan 29, 1998     985.49     Apr 28, 1998   1,085.11     Jul 24, 1998    1,140.80
Jan 30, 1998     980.28     Apr 29, 1998   1,094.63     Jul 27, 1998    1,147.27
 Feb 2, 1998   1,001.27     Apr 30, 1998   1,111.77     Jul 28, 1998    1,130.24
 Feb 3, 1998   1,006.00      May 1, 1998   1,121.00     Jul 29, 1998    1,125.21
 Feb 4, 1998   1,006.90      May 4, 1998   1,122.07     Jul 30, 1998    1,142.95
 Feb 5, 1998   1,003.54      May 5, 1998   1,115.65     Jul 31, 1998    1,120.67
 Feb 6, 1998   1,012.46      May 6, 1998   1,104.92      Aug 3, 1998    1,112.44
 Feb 9, 1998   1,010.74      May 7, 1998   1,095.14      Aug 4, 1998    1,072.12
Feb 10, 1998   1,019.01      May 8, 1998   1,108.14      Aug 5, 1998    1,081.43
Feb 11, 1998   1,020.01     May 11, 1998   1,106.64      Aug 6, 1998    1,089.63
Feb 12, 1998   1,024.14     May 12, 1998   1,115.79      Aug 7, 1998    1,089.45
Feb 13, 1998   1,020.09     May 13, 1998   1,118.86     Aug 10, 1998    1,083.14
Feb 17, 1998   1,022.76     May 14, 1998   1,117.37     Aug 11, 1998    1,068.98
Feb 18, 1998   1,032.08     May 15, 1998   1,108.73     Aug 12, 1998    1,084.22
Feb 19, 1998   1,028.28     May 18, 1998   1,105.82     Aug 13, 1998    1,074.91
Feb 20, 1998   1,034.21     May 19, 1998   1,109.52     Aug 14, 1998    1,062.75
Feb 23, 1998   1,038.14     May 20, 1998   1,119.06     Aug 17, 1998    1,083.67
Feb 24, 1998   1,030.56     May 21, 1998   1,114.64     Aug 18, 1998    1,101.20
Feb 25, 1998   1,042.90     May 22, 1998   1,110.47     Aug 19, 1998    1,098.06
Feb 26, 1998   1,048.67     May 26, 1998   1,094.02     Aug 20, 1998    1,091.60
Feb 27, 1998   1,049.34     May 27, 1998   1,092.23     Aug 21, 1998    1,081.18
 Mar 2, 1998   1,047.70     May 28, 1998   1,097.60     Aug 24, 1998    1,088.14
 Mar 3, 1998   1,052.02     May 29, 1998   1,090.82     Aug 25, 1998    1,092.86
 Mar 4, 1998   1,047.33      Jun 1, 1998   1,090.98     Aug 26, 1998    1,084.19
 Mar 5, 1998   1,035.05      Jun 2, 1998   1,093.03     Aug 27, 1998    1,042.59
 Mar 6, 1998   1,055.69      Jun 3, 1998   1,082.73     Aug 28, 1998    1,027.25
 Mar 9, 1998   1,052.31      Jun 4, 1998   1,094.83     Aug 31, 1998      957.53
Mar 10, 1998   1,064.25      Jun 5, 1998   1,113.86      Sep 1, 1998      994.24
Mar 11, 1998   1,068.47      Jun 8, 1998   1,115.72      Sep 2, 1998      990.48
Mar 12, 1998   1,069.92      Jun 9, 1998   1,118.41      Sep 3, 1998      982.26
Mar 13, 1998   1,068.61     Jun 10, 1998   1,112.28      Sep 4, 1998      973.89
Mar 16, 1998   1,079.27     Jun 11, 1998   1,094.58      Sep 8, 1998    1,023.46

                                  Appendix B
                                    page 12

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500             Date     S&P500              Date    S&P500
------------   --------     ------------   --------     --------------  --------
 Sep 9, 1998   1,006.20      Dec 4, 1998   1,176.74      Mar 5, 1999    1,275.47
Sep 10, 1998     980.19      Dec 7, 1998   1,187.70      Mar 8, 1999    1,282.73
Sep 11, 1998   1,009.06      Dec 8, 1998   1,181.38      Mar 9, 1999    1,279.84
Sep 14, 1998   1,029.72      Dec 9, 1998   1,183.49     Mar 10, 1999    1,286.84
Sep 15, 1998   1,037.68     Dec 10, 1998   1,165.02     Mar 11, 1999    1,297.68
Sep 16, 1998   1,045.48     Dec 11, 1998   1,166.46     Mar 12, 1999    1,294.59
Sep 17, 1998   1,018.87     Dec 14, 1998   1,141.20     Mar 15, 1999    1,307.26
Sep 18, 1998   1,020.09     Dec 15, 1998   1,162.83     Mar 16, 1999    1,306.36
Sep 21, 1998   1,023.89     Dec 16, 1998   1,161.97     Mar 17, 1999    1,297.82
Sep 22, 1998   1,029.63     Dec 17, 1998   1,179.98     Mar 18, 1999    1,316.55
Sep 23, 1998   1,066.09     Dec 18, 1998   1,188.03     Mar 19, 1999    1,299.29
Sep 24, 1998   1,042.72     Dec 21, 1998   1,202.84     Mar 22, 1999    1,297.01
Sep 25, 1998   1,044.75     Dec 22, 1998   1,203.57     Mar 23, 1999    1,262.14
Sep 28, 1998   1,048.69     Dec 23, 1998   1,228.54     Mar 24, 1999    1,268.59
Sep 29, 1998   1,049.02     Dec 24, 1998   1,226.27     Mar 25, 1999    1,289.99
Sep 30, 1998   1,017.05     Dec 28, 1998   1,225.49     Mar 26, 1999    1,282.80
 Oct 1, 1998     986.39     Dec 29, 1998   1,241.81     Mar 29, 1999    1,310.17
 Oct 2, 1998   1,002.60     Dec 30, 1998   1,231.93     Mar 30, 1999    1,300.75
 Oct 5, 1998     988.56     Dec 31, 1998   1,229.23     Mar 31, 1999    1,286.37
 Oct 6, 1998     984.59      Jan 4, 1999   1,228.10      Apr 1, 1999    1,293.72
 Oct 7, 1998     970.68      Jan 5, 1999   1,244.78      Apr 5, 1999    1,321.12
 Oct 8, 1998     959.44      Jan 6, 1999   1,272.34      Apr 6, 1999    1,317.89
 Oct 9, 1998     984.39      Jan 7, 1999   1,269.73      Apr 7, 1999    1,326.89
Oct 12, 1998     997.71      Jan 8, 1999   1,275.09      Apr 8, 1999    1,343.98
Oct 13, 1998     994.80     Jan 11, 1999   1,263.88      Apr 9, 1999    1,348.35
Oct 14, 1998   1,005.53     Jan 12, 1999   1,239.51     Apr 12, 1999    1,358.63
Oct 15, 1998   1,047.49     Jan 13, 1999   1,234.40     Apr 13, 1999    1,349.82
Oct 16, 1998   1,056.42     Jan 14, 1999   1,212.19     Apr 14, 1999    1,328.44
Oct 19, 1998   1,062.39     Jan 15, 1999   1,243.26     Apr 15, 1999    1,322.85
Oct 20, 1998   1,063.93     Jan 19, 1999   1,250.89     Apr 16, 1999    1,319.00
Oct 21, 1998   1,069.92     Jan 20, 1999   1,256.62     Apr 19, 1999    1,289.48
Oct 22, 1998   1,078.48     Jan 21, 1999   1,235.16     Apr 20, 1999    1,306.17
Oct 23, 1998   1,070.67     Jan 22, 1999   1,225.19     Apr 21, 1999    1,336.12
Oct 26, 1998   1,072.32     Jan 25, 1999   1,233.98     Apr 22, 1999    1,358.83
Oct 27, 1998   1,065.34     Jan 26, 1999   1,252.31     Apr 23, 1999    1,356.85
Oct 28, 1998   1,068.09     Jan 27, 1999   1,243.19     Apr 26, 1999    1,360.04
Oct 29, 1998   1,085.93     Jan 28, 1999   1,265.37     Apr 27, 1999    1,362.80
Oct 30, 1998   1,098.67     Jan 29, 1999   1,279.64     Apr 28, 1999    1,350.91
 Nov 2, 1998   1,111.60      Feb 1, 1999   1,273.00     Apr 29, 1999    1,342.83
 Nov 3, 1998   1,110.84      Feb 2, 1999   1,261.99     Apr 30, 1999    1,335.18
 Nov 4, 1998   1,118.67      Feb 3, 1999   1,272.07      May 3, 1999    1,354.63
 Nov 5, 1998   1,133.68      Feb 4, 1999   1,248.49      May 4, 1999    1,332.00
 Nov 6, 1998   1,141.01      Feb 5, 1999   1,239.40      May 5, 1999    1,347.31
 Nov 9, 1998   1,130.20      Feb 8, 1999   1,243.77      May 6, 1999    1,332.05
Nov 10, 1998   1,128.26      Feb 9, 1999   1,216.14      May 7, 1999    1,345.00
Nov 11, 1998   1,120.97     Feb 10, 1999   1,223.55     May 10, 1999    1,340.30
Nov 12, 1998   1,117.69     Feb 11, 1999   1,254.04     May 11, 1999    1,355.61
Nov 13, 1998   1,125.72     Feb 12, 1999   1,230.13     May 12, 1999    1,364.00
Nov 16, 1998   1,135.86     Feb 16, 1999   1,241.87     May 13, 1999    1,367.56
Nov 17, 1998   1,139.32     Feb 17, 1999   1,224.03     May 14, 1999    1,337.80
Nov 18, 1998   1,144.48     Feb 18, 1999   1,237.28     May 17, 1999    1,339.49
Nov 19, 1998   1,152.61     Feb 19, 1999   1,239.19     May 18, 1999    1,333.32
Nov 20, 1998   1,163.55     Feb 22, 1999   1,272.14     May 19, 1999    1,344.23
Nov 23, 1998   1,188.21     Feb 23, 1999   1,271.18     May 20, 1999    1,338.83
Nov 24, 1998   1,182.99     Feb 24, 1999   1,253.41     May 21, 1999    1,330.29
Nov 25, 1998   1,186.87     Feb 25, 1999   1,245.02     May 24, 1999    1,306.65
Nov 27, 1998   1,192.29     Feb 26, 1999   1,238.33     May 25, 1999    1,284.40
Nov 30, 1998   1,163.63      Mar 1, 1999   1,236.16     May 26, 1999    1,304.76
 Dec 1, 1998   1,175.28      Mar 2, 1999   1,225.50     May 27, 1999    1,281.41
 Dec 2, 1998   1,171.25      Mar 3, 1999   1,227.70     May 28, 1999    1,301.84
 Dec 3, 1998   1,150.14      Mar 4, 1999   1,246.64      Jun 1, 1999    1,294.26

                                  Appendix B
                                    page 13

<PAGE>


                        STANDARD & POOR'S 500 STOCK INDEX

        Date     S&P500            Date     S&P500             Date      S&P500
------------   --------     ------------   --------     ------------    --------
 Jun 2, 1999   1,294.81     Aug 27, 1999   1,348.27     Nov 23, 1999    1,404.64
 Jun 3, 1999   1,299.54     Aug 30, 1999   1,324.02     Nov 24, 1999    1,417.08
 Jun 4, 1999   1,327.75     Aug 31, 1999   1,320.41     Nov 26, 1999    1,416.62
 Jun 7, 1999   1,334.52      Sep 1, 1999   1,331.07     Nov 29, 1999    1,407.83
 Jun 8, 1999   1,317.33      Sep 2, 1999   1,319.11     Nov 30, 1999    1,388.91
 Jun 9, 1999   1,318.64      Sep 3, 1999   1,357.24      Dec 1, 1999    1,397.72
Jun 10, 1999   1,302.82      Sep 7, 1999   1,350.45      Dec 2, 1999    1,409.04
Jun 11, 1999   1,293.64      Sep 8, 1999   1,344.15      Dec 3, 1999    1,433.30
Jun 14, 1999   1,294.00      Sep 9, 1999   1,347.66      Dec 6, 1999    1,423.34
Jun 15, 1999   1,301.16     Sep 10, 1999   1,351.66      Dec 7, 1999    1,409.17
Jun 16, 1999   1,330.41     Sep 13, 1999   1,344.13      Dec 8, 1999    1,403.88
Jun 17, 1999   1,339.90     Sep 14, 1999   1,336.29      Dec 9, 1999    1,408.11
Jun 18, 1999   1,342.84     Sep 15, 1999   1,317.97     Dec 10, 1999    1,417.04
Jun 21, 1999   1,349.00     Sep 16, 1999   1,318.48     Dec 13, 1999    1,415.22
Jun 22, 1999   1,335.88     Sep 17, 1999   1,335.42     Dec 14, 1999    1,403.17
Jun 23, 1999   1,333.06     Sep 20, 1999   1,335.53     Dec 15, 1999    1,413.33
Jun 24, 1999   1,315.78     Sep 21, 1999   1,307.58     Dec 16, 1999    1,418.78
Jun 25, 1999   1,315.31     Sep 22, 1999   1,310.51     Dec 17, 1999    1,421.05
Jun 28, 1999   1,331.35     Sep 23, 1999   1,280.41     Dec 20, 1999    1,418.09
Jun 29, 1999   1,351.45     Sep 24, 1999   1,277.36     Dec 21, 1999    1,433.43
Jun 30, 1999   1,372.71     Sep 27, 1999   1,283.31     Dec 22, 1999    1,436.13
 Jul 1, 1999   1,380.96     Sep 28, 1999   1,282.20     Dec 23, 1999    1,458.34
 Jul 2, 1999   1,391.22     Sep 29, 1999   1,268.37     Dec 27, 1999    1,457.09
 Jul 6, 1999   1,388.12     Sep 30, 1999   1,282.71     Dec 28, 1999    1,457.66
 Jul 7, 1999   1,395.86      Oct 1, 1999   1,282.81     Dec 29, 1999    1,463.46
 Jul 8, 1999   1,394.42      Oct 4, 1999   1,304.60     Dec 30, 1999    1,464.47
 Jul 9, 1999   1,403.28      Oct 5, 1999   1,301.35     Dec 31, 1999    1,469.25
Jul 12, 1999   1,399.10      Oct 6, 1999   1,325.40      Jan 3, 2000    1,455.22
Jul 13, 1999   1,393.56      Oct 7, 1999   1,317.64      Jan 4, 2000    1,399.42
Jul 14, 1999   1,398.17      Oct 8, 1999   1,336.02      Jan 5, 2000    1,402.11
Jul 15, 1999   1,409.62     Oct 11, 1999   1,335.21      Jan 6, 2000    1,403.45
Jul 16, 1999   1,418.78     Oct 12, 1999   1,313.04      Jan 7, 2000    1,441.47
Jul 19, 1999   1,407.65     Oct 13, 1999   1,285.55     Jan 10, 2000    1,457.60
Jul 20, 1999   1,377.10     Oct 14, 1999   1,283.42     Jan 11, 2000    1,438.56
Jul 21, 1999   1,379.29     Oct 15, 1999   1,247.41     Jan 12, 2000    1,432.25
Jul 22, 1999   1,360.97     Oct 18, 1999   1,254.13     Jan 13, 2000    1,449.68
Jul 23, 1999   1,356.94     Oct 19, 1999   1,261.32     Jan 14, 2000    1,465.15
Jul 26, 1999   1,347.76     Oct 20, 1999   1,289.43     Jan 18, 2000    1,455.14
Jul 27, 1999   1,362.84     Oct 21, 1999   1,283.61     Jan 19, 2000    1,455.90
Jul 28, 1999   1,365.40     Oct 22, 1999   1,301.65     Jan 20, 2000    1,445.57
Jul 29, 1999   1,341.03     Oct 25, 1999   1,293.63     Jan 21, 2000    1,441.36
Jul 30, 1999   1,328.72     Oct 26, 1999   1,281.91     Jan 24, 2000    1,401.53
 Aug 2, 1999   1,328.05     Oct 27, 1999   1,296.71     Jan 25, 2000    1,410.03
 Aug 3, 1999   1,322.18     Oct 28, 1999   1,342.44     Jan 26, 2000    1,404.09
 Aug 4, 1999   1,305.33     Oct 29, 1999   1,362.93     Jan 27, 2000    1,398.56
 Aug 5, 1999   1,313.71      Nov 1, 1999   1,354.12     Jan 28, 2000    1,360.16
 Aug 6, 1999   1,300.29      Nov 2, 1999   1,347.74     Jan 31, 2000    1,394.46
 Aug 9, 1999   1,297.80      Nov 3, 1999   1,354.93
Aug 10, 1999   1,281.43      Nov 4, 1999   1,362.64
Aug 11, 1999   1,301.93      Nov 5, 1999   1,370.23
Aug 12, 1999   1,298.16      Nov 8, 1999   1,377.01
Aug 13, 1999   1,327.68      Nov 9, 1999   1,365.28
Aug 16, 1999   1,330.77     Nov 10, 1999   1,373.46
Aug 17, 1999   1,344.16     Nov 11, 1999   1,381.46
Aug 18, 1999   1,332.84     Nov 12, 1999   1,396.06
Aug 19, 1999   1,323.59     Nov 15, 1999   1,394.39
Aug 20, 1999   1,336.61     Nov 16, 1999   1,420.03
Aug 23, 1999   1,360.22     Nov 17, 1999   1,410.71
Aug 24, 1999   1,363.50     Nov 18, 1999   1,424.94
Aug 25, 1999   1,381.79     Nov 19, 1999   1,422.00
Aug 26, 1999   1,362.01     Nov 22, 1999   1,420.94

                                 Appendix B
                                   page 14
<PAGE>

                                    PART C
                               OTHER INFORMATION

Item 24.      Financial Statements and Exhibits
              ---------------------------------

              (a) Financial Statements.

                  Included in Part A of the Registration Statement:

                  For the Permanent Portfolio:

                    Financial  Highlights  for each  share  outstanding  for the
                    years ended January 31, 1996 through 2000.

                  For the Treasury Bill Portfolio:

                    Financial  Highlights  for each  share  outstanding  for the
                    years ended January 31, 1996 through 2000.

                  For the Versatile Bond Portfolio:

                    Financial  Highlights  for each  share  outstanding  for the
                    years ended January 31, 1996 through 2000.

                  For the Aggressive Growth Portfolio:

                    Financial  Highlights  for each  share  outstanding  for the
                    years ended January 31, 1996 through 2000.

                  Included in Part B of the Registration Statement:

                  For the Permanent Portfolio:

                    Schedule of Investments at January 31, 2000.
                    Statement of Assets and Liabilities at January 31, 2000.
                    Statement of Operations for the Year Ended January 31, 2000.
                    Statements  of Changes  in Net  Assets  for the Years  Ended
                    January 31, 1999 and 2000.

                  For the Treasury Bill Portfolio:

                    Schedule of Investments at January 31, 2000.
                    Statement of Assets and Liabilities at January 31, 2000.
                    Statement of Operations for the Year Ended January 31, 2000.
                    Statements  of Changes  in Net  Assets  for the Years  Ended
                    January 31, 1999 and 2000.

                  For the Versatile Bond Portfolio:

                    Schedule of Investments at January 31, 2000.
                    Statement of Assets and Liabilities at January 31, 2000.
                    Statement of Operations for the Year Ended January 31, 2000.
                    Statements  of Changes  in Net  Assets  for the Years  Ended
                    January 31, 1999 and 2000.

<PAGE>

                  For the Aggressive Growth Portfolio:

                    Schedule of Investments at January 31, 2000.
                    Statement of Assets and Liabilities at January 31, 2000.
                    Statement of Operations for the Year Ended January 31, 2000.
                    Statements  of Changes  in Net  Assets  for the Years  Ended
                    January 31, 1999 and 2000.

                  For all Portfolios:

                    Notes to Financial Statements.
                    Independent Auditors' Report of Tait, Weller & Baker.

                  Schedules Omitted:

                    Required schedules are included in Registrant's Reports.

              (b) Exhibits.

                  (1.1) Copy of Articles of Incorporation of Registrant. (a)

                  (1.2) Copy  of  Amendment  to  Articles  of  Incorporation  of
                        Registrant. (f)

                  (2.1) Copy of  Bylaws  (a) and  Amendments  to  Bylaws  (d) of
                        Registrant.

                  (2.2) Copy of Amendment to Bylaws of Registrant. (j)

                  (2.3) Copy of Amended and Restated Bylaws of Registrant. (n)

                  (3)   None.

                  (4)   Specimen copy of Common Stock of Registrant. (a)

                  (5)   Copy of  Investment  Advisory  Contract  by and  between
                        Registrant and World Money Managers dated June 19, 1996.
                        (q)

                  (6)   None.

                  (7)   None.

                  (8.1) Copy of Custodian Contract by and between Registrant and
                        State Street Bank and Trust Company. (c)

                  (8.2) Copy of  Sub-Custodian  Contract  by and  between  State
                        Street Bank and Trust Company and Bank of Delaware.(e)

                  (8.3) Copy of Sub-Custodian  Contract by and between The Chase
                        Manhattan  Bank,  N.A.  and State  Street Bank and Trust
                        Company. (e)

                  (8.4) Copy of  Agreement  by and between  The Chase  Manhattan
                        Bank, N.A. and Registrant. (f)

                  (8.5) Copy of Amendment  to Custodian  Contract by and between
                        Registrant and State Street Bank and Trust Company. (h)

<PAGE>

                  (8.6) Copy of Amendment  to Custodian  Contract by and between
                        Registrant and State Street Bank and Trust Company. (p)

                  (9.1) Copy  of  Transfer   Agent   Agreement  by  and  between
                        Registrant and AIM Financial Services, Inc. (f)

                  (9.2) Copy of  Administrative  Agreement by and between  World
                        Money  Managers  and  Permanent  Portfolio  Information,
                        Inc.(f)

                 (10)   Opinion and Consent of Richard B. Rolnick,  Esq.,  filed
                        with  respect to the  Registration  Statement  under the
                        Securities Act of 1933. (l)

                 (11)   Consent  and  Report  of  Ernst  &  Young,   Independent
                        Auditors. (o)

                 (11.1) Consent  and  Report of Ernst & Young  LLP,  Independent
                        Auditors. (p)

                 (11.2) Consent and Report of KPMG LLP, Independent Auditors.

                 (11.3) Consent of Tait, Weller & Baker, Independent Auditors.

                 (12)   None.

                 (13)   None.

                 (14)   Copy  of  prototype  of  Individual  Retirement  Account
                        Custodial  Account Agreement to be entered into by those
                        of   Registrant's   shareholders   who  so  desire   and
                        Registrant's Custodian. (g)

                 (14.1) Copy  of   Universal   Individual   Retirement   Account
                        Information Kit for Traditional and Roth IRAs, including
                        Adoption Agreement and Transfer Form,  effective January
                        1, 1998,  to be entered  into by those of  Registrant's,
                        shareholders who so desire & Registrant's Custodian. (r)

                 (14.2) Copy  of  Retirement  Plan Custodial  Services Agreement
                        by and  between Registrant and State Street Bank & Trust
                        Company dated October 21, 1999.

                 (15)   None.

                 (16)   Schedules of Calculations of Performance Data.

                 (17)   None

                 (18)   Code of Ethics of Registrant and World Money Managers.

         -----------------

     (a)  Filed as Exhibits  (1),  (2) and (4),  respectively,  to  Registrant's
          Registration  Statement  on Form N-1,  filed  with the  Commission  on
          January 12, 1982, and incorporated herein by this reference.

     (c)  Filed as Exhibit (8) to Amendment No. 2 to  Registrant's  Registration
          Statement on Form N-1,  filed with the Commission on July 8, 1982, and
          incorporated herein by this reference.

     (d)  Filed as Exhibit (2) to Amendment No. 3 to  Registrant's  Registration
          Statement on Form N-1,  filed with the Commission on October 12, 1982,
          and incorporated herein by this reference.

     (e)  Filed as Exhibit (8) to Post-Effective Amendment No. 3 to Registrant's
          Registration  Statement  on Form N-1A,  filed with the  Commission  on
          April 1, 1985, and incorporated herein by this reference.

     (f)  Filed as Exhibits (1), (8) and (9),  respectively,  to  Post-Effective
          Amendment No. 4 to Registrant's  Registration  Statement on Form N-1A,
          filed with the Commission on March 7, 1986, and incorporated herein by
          this reference.

<PAGE>

     (g)  Filed as Exhibit (14) to  Registrant's  Annual Report on Form N-1R for
          the year ended December 31, 1983 and the month ended January 31, 1984,
          and incorporated herein by this reference.

     (h)  Filed as Exhibit (8) to Post-Effective Amendment No. 5 to Registrant's
          Registration  Statement  on Form N-1A,  filed with the  Commission  on
          March 17, 1987, and incorporated herein by this reference.

     (i)  Filed  as  Exhibit  (10)  to   Post-Effective   Amendment   No.  7  to
          Registrant's  Registration  Statement  on Form  N-1A,  filed  with the
          Commission  on  March  31,  1988,  and  incorporated  herein  by  this
          reference.

     (j)  Filed  as  Exhibit  (2)  to   Post-Effective   Amendment   No.  10  to
          Registrant's  Registration  Statement  on Form  N-1A,  filed  with the
          Commission on May 31, 1990, and incorporated herein by this reference.

     (l)  Filed  as  Exhibit  (10)  to   Post-Effective   Amendment  No.  13  to
          Registrant's  Registration  Statement  on Form  N-1A,  filed  with the
          Commission  on  July  29,  1991,  and  incorporated   herein  by  this
          reference.

     (n)  Filed  as  Exhibit  (2)  to   Post-Effective   Amendment   No.  16  to
          Registrant's  Registration  Statement  on Form  N-1A,  filed  with the
          Commission on June 1, 1993, and incorporated herein by this reference.

     (o)  Filed  as  Exhibit  (11)  to   Post-Effective   Amendment  No.  17  to
          Registrant's  Registration  Statement  on Form  N-1A,  filed  with the
          Commission  on  April  5,  1994,  and  incorporated   herein  by  this
          reference.

     (p)  Filed  as  Exhibits  (8) and  (11),  respectively,  to  Post-Effective
          Amendment No. 19 to Registrant's  Registration Statement on Form N-1A,
          filed with the Commission on May 31, 1995, and incorporated  herein by
          this reference.

     (q)  Filed  as  Exhibit  (5)  to   Post-Effective   Amendment   No.  22  to
          Registrant's  Registration  Statement  on Form  N-1A,  filed  with the
          Commission on July 3, 1997, and incorporated herein by this reference.

     (r)  Filed  as  Exhibit  (14.1)  to  Post-Effective  Amendment  No.  24  to
          Registrant's Registration  Statement  on Form  N-1A,  filed  with  the
          Commission  on  July  26,  1999,  and  incorporated   herein  by  this
          reference.

<PAGE>

Item 25.      Persons Controlled by or Under Common Control with Registrant
              -------------------------------------------------------------

              None.

Item 26.      Number of Holders of Securities
              -------------------------------

              The number of record  holders of  the only class of  securities of
              Registrant  issued  and  outstanding  as of  May 5, 2000   was  as
              follows:

                    Title of Class           Number of Record Holders
              -----------------------------  ------------------------
              Common Stock, $.001 par value:
                   Permanent Portfolio            2,737
                   Treasury Bill Portfolio        2,317
                   Versatile Bond Portfolio         451
                   Aggressive Growth Portfolio      822
                                                 ------
              Total                               6,327
                                                 ======

Item 27.      Indemnification
              ---------------

              Reference  is made to Part One,  Paragraph  (5) of the  Investment
              Advisory Contract filed as Exhibit (5) hereto.

              Reference is made to Section  2-418 of the  Maryland  Corporations
              and Associations Law, which generally provides for indemnification
              of directors,  officers, employees and agents by reason of service
              in that capacity unless it is established that the act or omission
              of the  person  was  material  to the  matter  giving  rise to the
              proceeding,  and was  committed  in bad faith or was the result of
              active or deliberate  dishonesty,  or the person actually received
              an improper personal benefit in money,  property or services,  or,
              in the case of any criminal proceeding,  the person had reasonable
              cause to believe that the act or omission was unlawful.

              Reference  is made to Article  VIII of the  Amended  and  Restated
              Bylaws of the Registrant filed as Exhibit (2.3) hereto.

              Insofar  as  indemnification  for  liabilities  arising  under the
              Securities Act of 1933 may be permitted to directors,  officers or
              controlling  persons of the Registrant,  pursuant to the foregoing
              provisions,  or otherwise, the Registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is against  public policy as expressed in the Act
              and is,  therefore,  unenforceable.  In the event that a claim for
              indemnification  against such liabilities  (other than the payment
              by the  Registrant  of  expenses  incurred  or paid by a director,
              officer or controlling  person of the Registrant in the successful
              defense of any  action,  suit or  proceeding)  is asserted by such
              director,  officer or  controlling  person in connection  with the
              securities being  registered,  the Registrant will,  unless in the
              opinion of its counsel the matter has been settled by  controlling
              precedent,  submit  to a court  of  appropriate  jurisdiction  the
              question  whether  such  indemnification  by it is against  public
              policy as  expressed  in the Act and will be governed by the final
              adjudication of such issue.

Item 28.      Business and Other Connections of Investment Adviser
              ----------------------------------------------------

              See  "Management"  in the  Prospectus  included  as part A of this
              Registration  Statement and  "Organization and  Management" in the
              Statement of  Additional  Information  included  as part B of this
              Registration Statement.

<PAGE>

Item 29.      Principal Underwriters
              ----------------------

              (a) None.

              (b) None.

              (c) None.

Item 30.      Location of Accounts and Records
              --------------------------------

              Accounts,  books and other documents  required by Section 31(a) of
              the  Investment  Company Act of 1940, as amended,  and Rules 31a-1
              and 31a-2  promulgated  thereunder  are maintained and held in the
              offices  of  Registrant  and its  Investment  Adviser,  625 Second
              Street, Suite 102, Petaluma, California 94952.

              Records covering  shareholder  accounts are maintained and kept by
              Registrant's  Transfer Agent, Chase Global Funds Services Company,
              73 Tremont Street, Boston, Massachusetts 02108.

              Records covering portfolio transactions are maintained and kept by
              Registrant's  Custodian,  State Street Bank and Trust Company, The
              Joseph  Palmer  Building-North  Wing,  One Heritage  Drive,  North
              Quincy, Massachusetts 02171.

Item 31.      Management Services
              -------------------

              Inapplicable.

Item 32.      Undertakings
              ------------

              Inapplicable.

<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940 the Registrant certifies that it meets all of the
requirements  for  effectiveness  of this  Post-Effective  Amendment  No.  25 to
Registration  Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has  duly  caused  this  Post-Effective  Amendment  No.  25 to  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Petaluma, and State of California on the 30th day of
May, 2000.


                                       PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.



                                        By   TERRY COXON
                                            -----------------------------------
                                             Terry Coxon, President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 25 to Registration Statement has been signed below
by the following persons in the capacities indicated on May 30, 2000.



*DAVID P. BERGLAND                  Director
-----------------------------
David P. Bergland


*HUGH A. BUTLER                     Director
-----------------------------
Hugh A. Butler


TERRY COXON                         President and Director
-----------------------------       (principal executive officer)
Terry Coxon


MICHAEL J. CUGGINO                  Treasurer and Director
-----------------------------       (principal financial and accounting officer)
Michael J. Cuggino


ROBERT B. MARTIN, JR.               Secretary and Director
-----------------------------
Robert B. Martin, Jr.


*MARK TIER                          Director
-----------------------------
Mark Tier


*By:       TERRY COXON
    ------------------------------------
           Terry Coxon, Attorney-in-fact


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission